Common use of Payment and Exchange of Certificates Clause in Contracts

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than At least five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the CompanyEffective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options Shares and Restricted Deferred Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, form representing the shares of Parent Common Stock to be issued exchanged in the Merger, in the respective amounts an amount sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options Shares and Restricted Deferred Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e2.1(d) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration Consideration, and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or interest, and (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient that is equal to the deficiency required to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to provide mail to each Person that is who was a record holder of record Company Shares immediately prior to the Effective Time, whose Company Shares were converted pursuant to Article I into the right to receive the Merger Consideration, (A) a form of letter of transmittal for use in effecting the surrender of Certificates or Book-Entry Shares as in order to receive payment of the Effective Time notice advising such holders of the effectiveness of the Merger, Merger Consideration (which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying transmittal shall specify that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares Certificate shall pass pass, only upon actual delivery of the Certificates to the Exchange Agent (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderthereof), as applicable; and shall otherwise be in customary form and contain customary provisions), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)thereof) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Merger Consideration that and any dividends or other distributions to which such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c)1.8. Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate Certificate (or affidavits effective affidavit of loss in lieu of such certificatesthereof), as provided in Section 2.1(f)) together with a properly completed and executed letter of transmittal and any other required documents, the above-described Exchange Agent shall promptly deliver to the holder of the Company Shares represented by the Certificate (or effective affidavit of loss in lieu thereof), or as otherwise directed in the letter of transmittal, duly completed the Merger Consideration in the form of shares of Parent Common Stock and validly executedcash and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8, with regard to each Company Share represented by such Certificate, less any required withholding Taxes as specified in Section 2.2, and such other documents as may the Certificate shall be reasonably required by canceled. No interest shall be paid or accrued on the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entryMerger Consideration, by book-receipt of an “agent’s message” by the Exchange Agent in connection with payable upon the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)Certificates. If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes have been paid or are not applicable. Subject to Section 1.9, after the Effective Time, a Certificate shall represent only the right to receive the Merger Consideration in respect of the Company Shares represented by such Certificate. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. (ed) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and and, in lieu thereof thereof, any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Certificates and Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Certificates and Book-Entry Shares and Restricted Stock AwardsShares) would otherwise be entitled by (ii) the Reference Closing Date Market Price. (fe) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity Corporation will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity Corporation a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity Corporation in a manner reasonably satisfactory to the Surviving Entity Corporation against any claim that may be made against the Surviving Entity Corporation with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (if) At any time which is more than one six (16) year months after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving EntityCorporation, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jg) From and after the Effective Time, the Surviving Entity Corporation shall not record on the stock transfer books of the Company or the Surviving Entity Corporation any transfers of shares of Company Common Stock or Company Preferred shares of Class B Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five three (53) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus Statement to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent Paying Agent in connection with the Merger (the “Exchange Paying Agent”) for purposes of, among other things, paying the Merger Consideration). At or prior to Promptly after the Effective Time, Parent shall will, or cause the Surviving Corporation to, deposit with in trust with, the Exchange Paying Agent, for the benefit aggregate consideration to which stockholders, holders of Options, holders of stock appreciation rights of the Company or holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock AwardsUnits become entitled under this Article III. Until used for that purpose, cash and certificatesthe funds shall be invested by the Paying Agent, as directed by Parent or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the MergerSurviving Corporation, in obligations of or guaranteed by the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders United States of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu America or obligations of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations an agency of the United States of America, (ii) obligations for America which are backed by the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Services Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in deposit accounts, certificates of deposit, bank repurchase agreements deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of commercial which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent which are then publicly available at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsSEC or otherwise). (cb) Promptly, and in any event no later than three (3) Business Days, following Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Paying Agent to provide mail to each Person that is who was a record holder of record Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Merger Consideration, (i) a form of Certificates or Book-Entry Shares as letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time notice advising such holders represented Company Common Stock (each, a “Certificate”) in order to receive payment of the effectiveness of the Merger, Merger Consideration (which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying specify that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares Certificate shall pass pass, only upon actual delivery of the Certificates to the Paying Agent (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderthereof), as applicable; and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)thereof) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result payment of the MergerMerger Consideration. Promptly, and in any event no later than three (3) Business Days, following When the Effective Time, Parent shall cause the Exchange Paying Agent to provide to each Person that is receives a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the certificates, as provided in Section 2.1(f)) or Shares represented by the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu of thereof), or as otherwise directed in the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executedthe Merger Consideration with regard to each Share represented by such Certificate, and such other documents as may be reasonably less any required by the Exchange Agent Tax withholdings in accordance with Section 3.5(c) below, and the terms of Certificate shall be canceled. No interest shall be paid or accrued on the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with Merger Consideration payable upon the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)Certificates. If delivery of the Merger Consideration payment is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery payment that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes have been paid or are not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (ec) Notwithstanding anything in this Agreement to Parent, the contrarySurviving Corporation and Paying Agent, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchangeas applicable, shall be paid upon such surrender (entitled to deduct and after taking into account and aggregating withhold from the consideration otherwise payable to a holder of Shares, Options, stock appreciation rights of the Company Common Shares represented by all Certificates, Book-Entry Shares and or Restricted Stock Awards surrendered by Units pursuant to the Merger or this Agreement such holder)amounts as are required to be withheld under the Code, cash or any applicable provision of state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares (without interestor Options, stock appreciation rights or Restricted Stock Units) in an amount equal to the product obtained by multiplying (i) the fractional share interest to respect of which such stockholder (after taking into account deduction and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Pricewithholding was made. (fd) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity Corporation will cause the Exchange Paying Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided provided, that the Surviving Entity Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity Corporation a bond in such reasonable amount sum as it may direct or otherwise indemnify the Surviving Entity Corporation in a manner reasonably satisfactory to the Surviving Entity Corporation against any claim that may be made against the Surviving Entity Corporation with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ie) At any time which is more than one (1) year six months after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund that funds which had been deposited with the Exchange Paying Agent and has have not been disbursed in accordance with this Article II III (including including, without limitation, interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Fund has funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article II III shall be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon; provided, that such Persons shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any portion of the Exchange Fund funds deposited with the Exchange Paying Agent remaining unclaimed by holders as of Company Common Shares five (5) years after the Effective Time a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving EntityCorporation, Parent, Merger Sub, any of their respective Affiliates Sub or the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II III for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jf) From and after the Effective Time, the Surviving Entity Corporation shall not record on the stock transfer books of the Company or the Surviving Entity Corporation any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following At the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the CompanyClosing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes ofAcquiror will provide to, among other things, paying the Merger Consideration. At or prior to and will deposit until the Effective Time, Parent shall deposit with in escrow with, and thereafter in trust with, the Exchange Paying Agent the aggregate consideration to which shareholders of the Company become entitled under this Article III, less the amount of the Deposit previously delivered to the Paying Agent. Until used for that purpose, the funds will be invested by the Paying Agent, for as directed by Acquiror or the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the MergerSurviving Corporation, in obligations of or guaranteed by the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders United States of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu America or obligations of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations an agency of the United States of America, (ii) obligations for America which are backed by the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Services Inc. or Standard & Poor’s Corporation, respectivelyor in deposit accounts or certificates of deposit with one or more commercial banks, or a combination each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent which are then publicly available at the Closing Securities and shall be income of Parent. If for any reason Exchange Commission (including losses“SEC”) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsor otherwise). (cb) Promptly, and in any event no later than three Promptly (3but not to exceed five (5) Business Days) after the Closing Date, following the Effective Time, Parent Surviving Corporation shall cause the Exchange Paying Agent to provide mail to each Person that is who was a record holder of record Company Common Stock immediately prior to the Closing, whose shares are to be converted pursuant to Article III into the right to receive the Cash Merger Consideration, (i) a form of Certificates or Book-Entry Shares as letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time notice advising such holders represented Company Common Stock (each, a “Certificate”) in order to receive payment of the effectiveness of the Merger, Cash Merger Consideration (which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying will specify that delivery shall will be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass Certificate will pass, only upon actual delivery of the Certificates to the Paying Agent or the Surviving Corporation (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderthereof), as applicable; and will otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)thereof) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result payment of the MergerCash Merger Consideration. PromptlyIn addition, Acquiror and the Surviving Corporation will use commercially reasonable efforts to facilitate (x) the tender of certificates by shareholders to the Paying Agent or the Surviving Corporation, in any event no later than three Albuquerque, New Mexico and southern California, by assisting shareholders to complete required paperwork to tender their shares and (3y) Business Daysthe shareholders receipt of payment upon delivery thereof (including, to the extent necessary and consistent with the Company’s past practices, providing indemnities to local banks with respect to payment checks cashed by shareholders at such local banks). Promptly following the Effective Time, Parent the Surviving Corporation shall cause provide the Exchange Paying Agent with a list of the record holders of Company Common Stock as of immediately prior to the Effective Time and, to the extent necessary, instruct the Paying Agent to provide mail the materials referred to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such in the preceding sentence to any holders of Company Common Stock to whom such materials were not previously mailed. When the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including Paying Agent or Surviving Corporation receives a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent will pay (or, in the case of Certificates surrendered to the Surviving Corporation, the Surviving Corporation shall cause the Paying Agent to pay) to the holder of the certificates, as provided in Section 2.1(f)) or Shares represented by the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu of thereof), or as otherwise directed in the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executedthe Cash Merger Consideration with regard to each Share represented by such Certificate, and such other documents as may be reasonably less any required by the Exchange Agent Tax withholdings in accordance with Section 3.4(c) below, and the terms of Certificate will be cancelled and will not be outstanding. No interest will be paid or accrued on the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with Cash Merger Consideration payable upon the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)Certificates. If delivery of the Merger Consideration payment is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall will be a condition of delivery payment that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes the Tax has been paid or is not applicable. After the Closing Date, a Certificate will represent only the right to receive the Cash Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result of the Cash Merger, and pay to the appropriate Governmental Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Governmental Authority as permitted by this Section 3.4 will be deemed to have been paid or are not applicableto the Person with regard to whom it is withheld. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (fd) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity Corporation will cause the Exchange Paying Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided provided, that the Surviving Entity Corporation may require the Person to whom any Cash Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity Corporation a bond in such reasonable amount sum as it may direct or otherwise indemnify the Surviving Entity Corporation in a manner reasonably satisfactory to the Surviving Entity Corporation against any claim that may be made against the Surviving Entity Corporation with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ie) At any time which is more than one six (16) year months after the Effective Time, Parent shall the Surviving Corporation will be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund that funds which had been deposited with the Exchange Paying Agent and has have not been disbursed in accordance with this Article II III (including including, without limitation, interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Fund has funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article II shall III will be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Cash Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon; provided, that such Persons will have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any portion of the Exchange Fund funds deposited with the Exchange Paying Agent remaining unclaimed by holders as of Company Common Shares five (5) years after the Effective Time shalla date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority will, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. None of Neither the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or Corporation nor the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II III for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jf) From and after the Effective Time, the Surviving Entity shall Corporation will not record on the stock transfer books of the Company or the Surviving Entity Corporation any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall will be canceled cancelled and treated as having been surrendered for the Cash Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five three (53) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus Statement to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent Paying Agent in connection with the Merger (the “Exchange "Paying Agent”) for purposes of, among other things, paying the Merger Consideration"). At or prior to Promptly after the Effective Time, Parent shall will, or cause the Surviving Corporation to, deposit with in trust with, the Exchange Paying Agent, for the benefit aggregate consideration to which stockholders, holders of Options, holders of stock appreciation rights of the Company or holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock AwardsUnits become entitled under this Article III. Until used for that purpose, cash and certificatesthe funds shall be invested by the Paying Agent, as directed by Parent or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the MergerSurviving Corporation, in obligations of or guaranteed by the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders United States of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu America or obligations of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations an agency of the United States of America, (ii) obligations for America which are backed by the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Xxxxx'x Investors Service, Services Inc. or Standard & Poor’s 's Corporation, respectivelyor in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or a combination Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent which are then publicly available at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsSEC or otherwise). (cb) Promptly, and in any event no later than three (3) Business Days, following Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Paying Agent to provide mail to each Person that is who was a record holder of record Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Merger Consideration, (i) a form of Certificates or Book-Entry Shares as letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time notice advising such holders represented Company Common Stock (each, a "Certificate") in order to receive payment of the effectiveness of the Merger, Merger Consideration (which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying specify that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares Certificate shall pass pass, only upon actual delivery of the Certificates to the Paying Agent (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderthereof), as applicable; and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)thereof) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result payment of the MergerMerger Consideration. Promptly, and in any event no later than three (3) Business Days, following When the Effective Time, Parent shall cause the Exchange Paying Agent to provide to each Person that is receives a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the certificates, as provided in Section 2.1(f)) or Shares represented by the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu of thereof), or as otherwise directed in the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executedthe Merger Consideration with regard to each Share represented by such Certificate, and such other documents as may be reasonably less any required by the Exchange Agent Tax withholdings in accordance with Section 3.5(c) below, and the terms of Certificate shall be canceled. No interest shall be paid or accrued on the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with Merger Consideration payable upon the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)Certificates. If delivery of the Merger Consideration payment is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery payment that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes have been paid or are not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (ec) Notwithstanding anything in this Agreement to Parent, the contrarySurviving Corporation and Paying Agent, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchangeas applicable, shall be paid upon such surrender (entitled to deduct and after taking into account and aggregating withhold from the consideration otherwise payable to a holder of Shares, Options, stock appreciation rights of the Company Common Shares represented by all Certificates, Book-Entry Shares and or Restricted Stock Awards surrendered by Units pursuant to the Merger or this Agreement such holder)amounts as are required to be withheld under the Code, cash or any applicable provision of state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares (without interestor Options, stock appreciation rights or Restricted Stock Units) in an amount equal to the product obtained by multiplying (i) the fractional share interest to respect of which such stockholder (after taking into account deduction and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Pricewithholding was made. (fd) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity Corporation will cause the Exchange Paying Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided provided, that the Surviving Entity Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity Corporation a bond in such reasonable amount sum as it may direct or otherwise indemnify the Surviving Entity Corporation in a manner reasonably satisfactory to the Surviving Entity Corporation against any claim that may be made against the Surviving Entity Corporation with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ie) At any time which is more than one (1) year six months after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund that funds which had been deposited with the Exchange Paying Agent and has have not been disbursed in accordance with this Article II III (including including, without limitation, interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Fund has funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article II III shall be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon; provided, that such Persons shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any portion of the Exchange Fund funds deposited with the Exchange Paying Agent remaining unclaimed by holders as of Company Common Shares five (5) years after the Effective Time a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving EntityCorporation, Parent, Merger Sub, any of their respective Affiliates Sub or the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II III for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jf) From and after the Effective Time, the Surviving Entity Corporation shall not record on the stock transfer books of the Company or the Surviving Entity Corporation any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the CompanyClosing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange paying agent (the “Exchange Paying Agent”) for purposes of, among other things, paying the Merger Consideration and the Preferred Stock Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Paying Agent, for the benefit of the holders of Certificates, Certificates and Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts an amount sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards Shares become entitled pursuant to Article I Section 1.6(b) and such cash in lieu to pay the aggregate Preferred Stock Consideration to which all holders of fractional shares to be paid of Company Preferred Stock become entitled pursuant to Section 2.1(e1.6(e) (the “Aggregate Merger Consideration”) (the ). The Aggregate Merger Consideration and any proceeds thereof being are hereinafter referred to as the “Exchange Payment Fund.”). (b) The Exchange Paying Agent shall invest the cash included in the Exchange Payment Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Payment Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Paying Agent hereunder, Parent shall promptly deposit cash into the Exchange Payment Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Paying Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of the Effective Time (other than Certificates or Book-Entry Shares representing Company Common Shares or Company Preferred Shares to be canceled pursuant to Section 1.6(d)) notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f2.1(e)) or the surrender of such Book-Entry Shares to the Exchange Paying Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Paying Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f2.1(e)) or the Book-Entry Shares to the Exchange Paying Agent in exchange for the Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender)Stock Consideration, as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect be consistent with the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Paying Agent of (i) Company Common Shares or Company Preferred Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f2.1(e)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Paying Agent in accordance with the terms of the materials and instructions provided by the Exchange Paying Agent and (ii) Company Common Shares or Company Preferred Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Paying Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Merger Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e), as applicable, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If delivery of the Merger Consideration or the Preferred Stock Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration or the Preferred Stock Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity and the Paying Agent that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or a certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Paying Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration or Preferred Stock Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity or the Paying Agent with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (hf) On or promptly after the Effective Time (but in any event not later than the later of (i) the first payroll date after the Effective Time or (ii) three (3) Business Days after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration cash payments described in Section 1.7(a) to which the holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a)Awards; provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts in a manner and at the earliest possible time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ig) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Paying Agent to deliver to it or its designee any portion of the Exchange Payment Fund that had been deposited with the Exchange Paying Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Payment Fund has been delivered to ParentParent or its designee, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration or the Preferred Stock Consideration upon surrender of the Certificates, Certificates or Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Payment Fund deposited with the Exchange Paying Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, delivered to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jh) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered exchanged for the Merger Consideration or the Preferred Stock Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior Prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the CompanyEffective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as a paying and exchange agent in connection with the Merger (the “Exchange Paying Agent”) for purposes of, among other things, paying the Merger Consideration). At or prior to the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide to, and shall deposit with in trust with, the Exchange Paying Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration cash consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards the Stockholders become entitled under Section 3.1(c). Until used for that purpose, and unless otherwise directed by Parent, such funds shall be invested by the Paying Agent in liquid debt securities rated AA or higher by at least two nationally-recognized rating agencies; provided, that no such investment or loss thereon shall affect the amounts payable to the Stockholders pursuant to this Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) III (it being understood that Parent promptly will cause the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged Surviving Corporation to provide for payment to, and deposit in trust with, the Paying Agent, any additional amounts necessary as a result of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three monthslosses thereon). Any interest and other income resulting from such investments shall promptly be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsupon its request. (cb) Promptly, and in any event no later than three (3) Business Days, following Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent to provide send to each Person that is who was, at the Effective Time, a holder of record of Certificates or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate a letter of transmittal materials in customary form and containing such provisions as Parent may reasonably specify (including (A) a customary letter of transmittal) specifying provision confirming that delivery of Certificates shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass pass, only upon delivery of such Certificates to the Certificates Paying Agent, and (or affidavits B) a form of loss in lieu certification by the Person executing such letter of transmittal to the effect that such Person is not “foreign” for purposes of Sections 897 and 1445 of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderCode), as applicable; and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result of the MergerPer Share Merger Consideration. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record Upon surrender of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders Certificate to the Paying Agent, together with a duly executed letter of the effectiveness of the Merger, which notice shall include: transmittal (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Per Share Merger Consideration payable in respect of such Company each share of Common Shares pursuant Stock represented thereby and (B) the Certificates so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.5(b), subject to Section 1.6(b) 3.4, each Certificate shall be deemed, from and Section 1.6(c)after the Effective Time, to represent only the right to receive the Per Share Merger Consideration. Upon surrender If any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the Exchange Agent payment of (i) a certificate theretofore representing any Company Preferred Sharesportion of the Per Share Merger Consideration, by physical surrender require the owner of such certificate (lost, stolen or affidavits destroyed Certificate to provide an appropriate affidavit and to deliver an agreement of loss indemnification, in lieu of such certificatesform reasonably satisfactory to Parent, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as against any claims that may be reasonably required by made against the Exchange Agent in accordance with Paying Agent, Parent or the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender Surviving Corporation with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing Certificate. (c) If any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Per Share Merger Consideration is to be made paid to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition to such exchange that such surrendered Certificate shall be properly endorsed or certificate representing Company Preferred Shares otherwise in proper form for transfer and such Person either (i) shall pay to the Paying Agent any transfer or other Taxes required as a result of the distribution of such cash payment to such Person, or (ii) shall establish to the reasonable satisfaction of the Surviving Entity Paying Agent that all Taxes have such Tax has been paid or are is not applicable. (e) Notwithstanding anything in . Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to the contrary, no fraction any holder of a share shares of Parent Common Stock will be issued in connection with such amounts as Parent or the Merger, Paying Agent is required to deduct and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity withhold with respect to the Certificate making of such payment under the Code, or certificate representing Company Preferred Shares claimed to have been lostany provision of state, stolen local or destroyed. (g) No dividends foreign Tax Law. To the extent that amounts are so withheld by Parent or other distributions with respect to Parent Common Stock with a record date after the Effective Time Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, in respect of which such deduction and all such dividends and other distributions withholding was made by Parent or the Paying Agent. All amounts in respect of Taxes received or withheld by Parent shall be paid disposed of by Parent to in accordance with the Exchange Agent and shall be included in the Exchange FundCode or such state, in each case until local or foreign Tax Law, as applicable. (d) The Per Share Merger Consideration paid upon the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder Certificates in accordance with the terms of this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there 3.5 shall be paid deemed to have been delivered (and paid) in full satisfaction of all rights pertaining to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which previously represented by such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common StockCertificates. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ie) At any time which is more than one (1) year 180 days after the Effective Time, Parent shall be entitled to require the Exchange Paying Agent to deliver to it the Surviving Corporation any portion of the Exchange Fund that funds which had been deposited with the Exchange Paying Agent and has have not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), Section 3.5 and after the Exchange Fund has funds have been delivered to Parent, Persons entitled to payment in accordance with this Article II Section 3.5 shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) the Surviving Corporation for payment of the Per Share Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent Per Share Merger Consideration remaining unclaimed by holders as of Company Common Shares five (5) years after the Effective Time a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. None of Neither the Surviving EntityCorporation, Parent, Merger Sub, any of their respective Affiliates or Parent nor the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II III for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days Immediately prior to the mailing Effective Time of the Joint Proxy Statement/Prospectus Merger, Acquiror will pay to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent (the “Exchange Agent”) for purposes ofselected by the Company and reasonably acceptable to Acquiror, among other thingsby wire transfer of immediately available funds, paying an amount (the “Funding Amount”) equal to (i) the Merger Consideration. At or prior to , as adjusted by the Effective TimeEstimated Adjustment Amount in accordance with Section 2.4, Parent shall deposit with minus (ii) the Exchange Agent, for product of (x) the benefit number of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options Stock held by all Dissenting Common Stockholders and Restricted Stock Awards become entitled pursuant (y) the Cash Per Fully-Diluted Common Share (determined after giving effect to Article I the adjustments to the Merger Consideration provided for in Section 2.4 but before giving effect to the adjustments provided for in Section 2.5). Upon (1) payment by Acquiror to the Exchange Agent of the Funding Amount and such cash in lieu (2) payment by Acquiror to Holdings of fractional shares to be paid the estimated Holder Allocable Expenses pursuant to Section 2.1(e) (2.6, Acquiror shall be deemed to have satisfied its obligations to make payments in respect of the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration other than (A) Acquiror’s obligation to make payments required by Section 2.5 and any proceeds thereof being hereinafter referred (B) the obligation of Acquiror or the Surviving Corporation to as make payments to Dissenting Common Stockholders, if any, following the “Exchange Fund”)Effective Time of the Merger. (b) The As soon as reasonably practicable after the Effective Time of the Merger but in any event not later than three Business Days thereafter, the Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in mail to (i) direct obligations each holder of record of a certificate or certificates which immediately prior to the Effective Time of the United States of America, Merger represented outstanding Common Shares (the “Certificates”) and (ii) obligations each holder of Options, in each case whose Common Shares and/or Options, as applicable, were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal in the form attached hereto as Annex B (the “Letter of Transmittal”) and (B) instructions for which use in surrendering the full faith and credit Certificates (or, in the case of a holder of Options, a Holder Acknowledgement) in exchange for the Merger Consideration. After the Effective Time of the United States Merger, each holder of America is pledged any Certificates and/or Options, upon surrender of such Certificates together with a duly executed Letter of Transmittal to provide for payment the Exchange Agent (or, in the case of all principal and interest and/or a holder of Options, upon delivery of a Holder Acknowledgment to the Exchange Agent), shall be entitled to receive from the Exchange Agent in exchange therefor (iiisubject to the provisions of Section 2.5) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination such portion of the foregoing or in certificates of deposit, bank repurchase agreements or bankerMerger Consideration into which such holder’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument Common Shares and/or Options shall have been converted as a maturity exceeding three months. Any interest result of the Merger; provided, however, that any payment with respect to Options held by employees of the Company or its Affiliates (“Employee Options”) shall be reduced by the amount of any taxes required to be withheld under applicable law with respect to such payments and other income resulting from such investments amounts so withheld shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunderto the Company for disbursement to the applicable taxing authority; and provided, Parent further, (x) a portion of the Merger Consideration otherwise payable to each holder of Common Shares and/or Options equal to the Working Capital Escrow Amount multiplied by such holder’s Applicable Percentage shall promptly deposit cash into be held in escrow in accordance with Section 2.5(d) and the Exchange Fund Escrow Agreement and (y) a portion of the Merger Consideration otherwise payable to holders of Common Shares and Options equal to the Indemnification Escrow Amount shall be held in an escrow in accordance with Section 2.5(e) and the Escrow Agreement. Notwithstanding the forgoing, in the event that any holder of Common Shares or Options delivers the Certificates representing such Common Shares (together with a duly executed Letter of Transmittal) and/or a Holder Acknowledgement with respect to such Options to Acquiror at the Closing, Acquiror shall pay the amount sufficient which such holder is entitled in consideration therefor directly to fully satisfy such cash payment obligations. holder at the Closing by wire transfer of immediately available funds (c) Promptly, and in any event no later pursuant to written wire transfer instructions delivered by such holder to Acquiror not fewer than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title Days prior to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of Closing Date) and the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares Funding Amount payable to the Exchange Agent shall be reduced by such amounts (subject, in the case of any Employee Options to withholding for taxes, which is deemed amounts shall be paid to have been effected the Company for disbursement to the applicable taxing authority, and reduction for any amounts required to be placed in escrow in accordance with Sections 2.5(d) and 2.5(e)). Pending such surrender and exchange (or, in the case of a holder of Options, upon the such delivery of a customary “agentHolder Acknowledgment), a holder’s message” Certificates and/or Options shall be deemed for all purposes to evidence only the right to receive such holder’s portion of the Merger Consideration into which such Common Shares and/or Options shall have been converted by the Merger. Subject to Section 2.2(f), under no circumstances will the holder of any Certificates and/or Options be entitled to receive any portion of the Merger Consideration until such holder has surrendered such Certificates (together with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, a duly executed Letter of such surrender)Transmittal) and/or Holder Acknowledgement, as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything procedures set forth in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) Article II. No dividends dividend or other distributions with respect to Parent Common Stock any common stock of the Surviving Corporation with a record date after the Effective Time of the Merger shall be paid with respect to the any unsurrendered Certificate, and no holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Agent any interest with respect to deliver to it any portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar LawConsideration. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following As promptly as practicable after the date hereof, Holdings shall mail to each record holder of this Agreement Holdings Common Stock or Options a letter of transmittal and instructions for use in any event not less than five surrendering certificates representing such shares of Holdings Common Stock or Options and receiving the consideration to which such holder shall be entitled therefore pursuant to Section 1.2 hereof. (5b) Business Days prior At the Closing, the Surviving Corporation will pay to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent (the “Exchange Agent”) for purposes ofselected by Holdings and reasonably acceptable to Acquiror, among other thingsby wire transfer of immediately available funds, paying an amount (the “Funding Amount”) equal to (i) the Merger Consideration. At or prior to , minus (ii) the Effective Time, Parent shall deposit with product of (x) the Exchange Agent, for the benefit number of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Holdings Common Stock to be issued in Shares held by all Dissenting Common Shareholders and (y) the MergerCash Per Fully-Diluted Common Share, in plus (iii) the respective amounts sufficient to pay Estimated Adjustment Amount if such number is positive. For purposes of calculating the aggregate Funding Amount, the Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash shall be calculated using the Estimated Closing Date Net Debt in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsDate Net Debt. (c) PromptlyUpon payment of the Funding Amount to the Exchange Agent in accordance with Section 1.3(b), and the Surviving Corporation shall be deemed to have satisfied its obligations to make payments in any event no later respect of the Merger Consideration other than three (3) Business Daysthe obligation of the Surviving Corporation to make payments to Dissenting Shareholders, if any, following the Effective TimeTime of the Merger. The Exchange Agent, Parent as escrow agent, shall cause hold the Exchange Agent Net Adjustment Escrow Amount and the Net Indemnification Escrow Amount pursuant to provide the terms of this Agreement, the Adjustment Escrow Agreement, and the Indemnification Escrow Agreement. (d) Holdings shall give Acquiror and the Holder Representative prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL received by Holdings, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by Holdings. Following the Closing, Holder Representative shall, at its sole cost and expense, have the right to control or participate in any appraisal proceeding. In the event that the amount payable to any Dissenting Common Shareholder on account of such Dissenting Common Shareholder’s holdings of Holdings Common Stock exceeds the amount to which such Dissenting Common Shareholders would be entitled on account of such Dissenting Common Shareholder’s holdings of Holdings Common Stock hereunder, such excess amount, together with Holding’s out-of-pocket costs and expenses incurred in connection with such appraisal proceeding, shall be paid pro rata (i) by each Person that is a holder of record of Certificates or BookCommon Shares (other than Roll-Entry Shares as of Over Shares) and Terminated Options from the Indemnification Escrow Amount in accordance with each such holder’s Applicable Percentage – Non-Rollover/AFDS and (ii) by each Rollover Holder from amounts payable to Acquiror pursuant to the Indemnification Notes in accordance with such Rollover Holder’s Applicable Percentage – Rollover/AFDS. (e) After the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: each holder of an outstanding certificate or certificates for Common Shares (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effectedcollectively, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only “Certificates”), and/or Terminated Options, upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares Certificates to the Exchange Agent (which is deemed to have been effected or, in the case of a holder of Terminated Options, upon the delivery of a customary “agent’s message” with respect Holder Acknowledgment to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates shall be entitled to receive from Acquiror (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to from the Exchange Agent on Acquiror’s behalf) in exchange for therefor (subject to the provision of Sections 1.5,1.6 and 1.8 below) such portion of the Merger Consideration into which such holder’s Common Stock Consideration that such holder is entitled to receive Shares and/or Terminated Options shall have been converted as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that any payment with respect to Terminated Options held by employees of Holdings or its Subsidiaries shall be reduced by the amount of any Taxes required to be withheld under applicable law with respect to such payments and amounts so withheld shall be paid by the Exchange Agent to Holdings for disbursement to the applicable taxing authority; provided, further, a portion of the Merger Consideration otherwise payable to each holder of Common Shares and/or Terminated Options equal to the Adjustment Escrow Amount multiplied by such holder’s Applicable Percentage – Non-Rollover/AFDS with respect to the Common Shares and Terminated Options held by such holder shall be held in escrow in accordance with Section 1.6(d); and provided, further, a portion of the Merger Consideration otherwise payable to each holder of Common Shares and/or Terminated Options equal to the Indemnification Escrow Amount multiplied by such holder’s Applicable Percentage – Non-Rollover/AFDS with respect to the Common Shares and Terminated Options held by such holder shall be held in escrow in accordance with Section 1.8. Pending such surrender and exchange (or, in the case of any amounts that constitute non-qualified deferred compensation under Section 409A a holder of the CodeTerminated Options, Parent upon such delivery of a Holder Acknowledgment), a holder’s certificate or certificates for Common Shares, and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent Terminated Options shall be entitled deemed for all purposes (other than the exchange contemplated by this Section 1.3) to require the Exchange Agent to deliver to it any evidence such holder’s portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company into which such Common Shares five (5) years after and/or Terminated Options shall have been converted by the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar LawMerger. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the CompanyClosing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange paying agent (the “Exchange Paying Agent”) for purposes of, among other things, paying the Merger Consideration and the Preferred Stock Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Paying Agent, for the benefit of the holders of Certificates, Certificates and Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts an amount sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards Shares become entitled pursuant to Article I Section 1.6(b) and such cash in lieu to pay the aggregate Preferred Stock Consideration to which all holders of fractional shares to be paid of Company Preferred Stock become entitled pursuant to Section 2.1(e1.6(e) (the “Aggregate Merger Consideration”) (the ). The Aggregate Merger Consideration and any proceeds thereof being are hereinafter referred to as the “Exchange Payment Fund.”). (b) The Exchange Paying Agent shall invest the cash included in the Exchange Payment Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Payment Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Paying Agent hereunder, Parent shall promptly deposit cash into the Exchange Payment Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Paying Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of the Effective Time (other than Certificates or Book-Entry Shares representing Company Common Shares or Company Preferred Shares to be canceled pursuant to Section 1.6(d)) notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f2.1(e)) or the surrender of such Book-Entry Shares to the Exchange Paying Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Paying Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f2.1(e)) or the Book-Entry Shares to the Exchange Paying Agent in exchange for the Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender)Stock Consideration, as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect be consistent with the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Paying Agent of (i) Company Common Shares or Company Preferred Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f2.1(e)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Paying Agent in accordance with the terms of the materials and instructions provided by the Exchange Paying Agent and (ii) Company Common Shares or Company Preferred Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Paying Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Merger Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e), as applicable, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If delivery of the Merger Consideration or the Preferred Stock Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration or the Preferred Stock Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity and the Paying Agent that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or a certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Paying Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration or Preferred Stock Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity or the Paying Agent with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (hf) On or promptly after the Effective Time (but in any event not later than the later of (i) the first payroll date after the Effective Time or (ii) three (3) Business Days after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration cash payments described in Section 1.7(a) to which the holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a)Awards; provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts in a manner and at the earliest possible time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ig) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Paying Agent to deliver to it or its designee any portion of the Exchange Payment Fund that had been deposited with the Exchange Paying Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Payment Fund has been delivered to ParentParent or its designee, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration or the Preferred Stock Consideration upon surrender of the Certificates, Certificates or Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Payment Fund deposited with the Exchange Paying Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, delivered to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jh) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered exchanged for the Merger Consideration or the Preferred Stock Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days Immediately prior to the mailing Effective Time of the Joint Proxy Statement/Prospectus Merger, Acquiror shall pay to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent (the “Exchange Agent”) for purposes ofselected by the Acquiror and reasonably acceptable to the Company, among other thingsby wire transfer of immediately available funds, paying an amount (the “Funding Amount”) equal to (i) the Merger Consideration. At or prior , as adjusted by the Estimated Adjustment Amount in accordance with Section 2.4, minus (ii) the Escrow Amount minus (iii) the product of (x) the number of Dissenting Common Shares and (y) the Cash Per Fully-Diluted Common Share (determined after giving effect to the Effective Time, Parent shall deposit with adjustments to the Merger Consideration provided for in Section 2.4 but before giving effect to the adjustments provided for in Section 2.5). Upon (1) payment by Acquiror to the Exchange Agent, for the benefit Agent of the holders Funding Amount and (2) payment by Acquiror to the Holder Representative of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid estimated Holder Allocable Expenses pursuant to Section 2.1(e) (2.6, Acquiror shall be deemed to have satisfied its obligations to make payments in respect of the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration other than (A) Acquiror’s obligation to make payments, if any, required by Section 2.5 and any proceeds thereof being hereinafter referred (B) the obligation of Acquiror or the Surviving Corporation to as make payments to Dissenting Stockholders, if any, following the “Exchange Fund”)Effective Time of the Merger. (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of After the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: each holder of an outstanding certificate or certificates for Common Shares (icollectively, the “Certificates”) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effectedand/or Vested Options, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares Certificates to the Exchange Agent (which is deemed to have been effected or, in the case of a holder of Vested Options, upon the delivery of a customary “agent’s message” with respect Holder Acknowledgment to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares shall be entitled to receive from the Exchange Agent in exchange for therefor (subject to the provisions of Section 2.5) such portion of the Merger Consideration into which such holder’s Common Stock Consideration that such holder is entitled to receive Shares and/or Vested Options shall have been converted as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that a portion of the Merger Consideration otherwise payable to each holder of Common Shares and/or Vested Options equal to the Escrow Amount multiplied by a ratio (expressed as a percentage) equal to (x) the sum of the number of Common Shares held by such holder as of the Effective Time of the Merger and the number of Common Shares issuable upon the exercise of any Vested Options held by such holder at the Effective Time of the Merger, divided by (y) the sum of the total number of Common Shares held by all holders as of the Effective Time of the Merger and the total number of Common Shares issuable upon the exercise of any Vested Options held by all holders at the Effective Time of the Merger shall be held in escrow in accordance with Section 2.5(d) and the Escrow Agreement. Notwithstanding the foregoing, in the event that any holder of Common Shares or Vested Options delivers the Certificate(s) representing such Common Shares and/or a Holder Acknowledgement with respect to such Vested Options to Acquiror at the Closing Acquiror shall direct the Exchange Agent to pay the amount which such holder is entitled in consideration therefor to such holder at the Closing by wire transfer of immediately available funds. Pending such surrender and exchange (or, in the case of any amounts that constitute non-qualified deferred compensation under Section 409A a holder of Vested Options, upon such delivery of a Holder Acknowledgment), a holder’s certificate or certificates for Common Shares and/or Vested Options shall be deemed for all purposes to evidence such holder’s portion of the Code, Parent Merger Consideration into which such Common Shares and/or Vested Options shall have been converted by the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the CodeMerger. (ic) At any time which is more than one (1) year after the Effective Time, Parent The Exchange Agent shall be entitled to require deduct and withhold from the Exchange Agent consideration otherwise payable pursuant to deliver this Agreement such amounts as may be required to it be deducted and withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or under any portion provision of state, local or foreign Tax law. To the Exchange Fund extent that had been deposited with amounts are so withheld and paid over to the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it)appropriate taxing authority, and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II such withheld amounts shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) treated for payment the purposes of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, this Agreement as having been paid to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares former holder of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits former holders of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented therebyVested Options.

Payment and Exchange of Certificates. (a) Following Subject to the date second sentence of this Agreement Section 2.2(b) and in any event not less than five (5) Business Days Section 2.5(d), immediately prior to the mailing Effective Time of the Joint Proxy Statement/Prospectus Merger, Acquiror shall pay to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent (the “Exchange Agent”) for purposes of, among other things, paying selected by the Merger Consideration. At or prior Company and reasonably acceptable to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) Acquiror (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration rights and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate transmittal materials (including be set forth in a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be agreement in form and substance reasonably acceptable to the Company. Company and Acquiror), by wire transfer of immediately available funds, an amount (dthe “Funding Amount”) equal to (i) the Merger Consideration, as adjusted by the Estimated Adjustment Amount in accordance with Section 2.4, minus (ii) the product of (x) the number of Dissenting Common Shares and (y) the Cash Per Fully-Diluted Common Share (determined after giving effect to the adjustments to the Merger Consideration provided for in Section 2.4 but before giving effect to the adjustments provided for in Section 2.5), minus (iii) the Rollover Amount, if any. The Exchange Agent shall invest the Funding Amount in the manner specified by Acquiror, and interest payable thereon shall be solely for the account of Acquiror or the Surviving Corporation. Upon surrender (1) payment by Acquiror to the Exchange Agent of the Funding Amount and (i2) Company Common Shares that are represented payment by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu Acquiror to the Holder Representative of the Certificatesestimated Holder Allocable Expenses pursuant to Section 2.6, as provided Acquiror shall be deemed to have satisfied its obligations to make payments in Section 2.1(f)respect of the Merger Consideration other than (A) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably Acquiror’s obligation to make payments required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent Section 2.5 and (iiB) Company Common Shares that are Book-Entry Shares, by book-receipt the obligation of an “agent’s message” by Acquiror or the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidenceSurviving Corporation to make payments to Dissenting Stockholders, if any, following the Effective Time of the Merger. (b) After the Effective Time of the Merger, each holder of an outstanding certificate or certificates for Common Shares (collectively, the “Certificates”) or Vested Options, upon surrender with respect of such Certificates to such Book-Entry Sharesthe Exchange Agent (or, in the case of a holder of Vested Options, upon delivery of a Holder Acknowledgment to the Company), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by from the Exchange Agent in accordance with exchange therefor (subject to the terms provisions of the materials and instructions provided by the Exchange Agent; and (iiSection 2.5) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery portion of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred into which such holder’s Common Shares (other than the Person in whose name Rollover Shares, if any) and/or Vested Options (other than Rollover Options, if any) shall have been converted as a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery result of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that any payment with respect to Vested Options held by employees of the Company or its Affiliates (“Employee Options”) shall be made by the Exchange Agent to the Company, and the Company shall make payment to such employees after reduction for the amount of any Taxes required to be withheld under applicable law with respect to such payments and amounts so withheld shall be (i) paid by the Company to the applicable taxing authority and (ii) treated for all purposes of this Agreement as having been paid to the holders of Employee Options in respect of which the withholding was made by the Company; and provided, further, that a portion of the Merger Consideration otherwise payable to each holder of Common Shares and/or Vested Options equal to the Escrow Amount multiplied by such holder’s Escrow Percentage shall be held in escrow in accordance with Section 2.5(d) and the Escrow Agreement. Notwithstanding the foregoing, in the event that any holder of Common Shares or Vested Options delivers the Certificate(s) representing the Common Shares (other than Rollover Shares, if any) and/or a Holder Acknowledgement with respect to such Vested Options (other than Rollover Options, if any) to Acquiror at the Closing, Acquiror shall pay (i) the amount which such holder is entitled in consideration for Common Shares (other than Rollover Shares, if any) directly to such holder at the Closing by wire transfer of immediately available funds and (ii) the amount which such holder is entitled in consideration for Vested Options (other than Rollover Options, if any) to the Company for payment to such holder after deduction for the amount of any Taxes required to be withheld under applicable law with respect to such payment, and the Funding Amount payable to the Exchange Agent shall be reduced by such amounts. Pending such surrender and exchange (or, in the case of any amounts that constitute non-qualified deferred compensation under Section 409A a holder of the CodeVested Options, Parent upon such delivery of a Holder Acknowledgement) a holder’s certificate or certificates for Common Shares (other than Rollover Shares, if any) and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreementVested Options (other than Rollover Options, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (iif any) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled deemed for all purposes to require the Exchange Agent to deliver to it any evidence such holder’s portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration into which such Common Shares and/or Vested Options shall have been converted by the Merger. All Merger Consideration paid upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company and in exchange for Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, and/or Vested Options in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of this Agreementall rights pertaining to such Common Shares and/or Vested Options, other than (i) the right to receive payment referred to in Section 2.5, (ii) the right of holders of Rollover Options, if any, to receive Acquiror Parent Options as provided in accordance with Section 2.1(a), and (iii) the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books rights of the Company or the Surviving Entity any transfers of Rollover Stockholders, if any, to receive shares of Company Common Stock common stock or Company Preferred Stock that were outstanding immediately prior to other equity interests of Acquiror Parent as provided in the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented therebyRollover Agreement.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five three (53) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus Statement to the stockholders shareholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent Paying Agent in connection with the Merger (the “Exchange Paying Agent”) for purposes of, among other things, paying the Merger Consideration). At or prior to Promptly after the Effective Time, Parent shall will, or cause the Surviving Corporation to, deposit with in trust with, the Exchange Paying Agent, for the benefit aggregate consideration to which shareholders, holders of Options, holders of Stock Appreciation Rights, and holders of Restricted Shares of the holders of CertificatesCompany become entitled under this Article III. Until used for that purpose, Book-Entry Sharesthe funds shall be invested by the Paying Agent, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, as directed by Parent or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the MergerSurviving Corporation, in obligations of or guaranteed by the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders United States of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu America or obligations of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations an agency of the United States of America, (ii) obligations for America which are backed by the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Investors Service, Services Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in deposit accounts, certificates of deposit, bank repurchase agreements deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of commercial which has capital, surplus and undivided profits aggregating more than $500,000,000 (based on the most recent financial statements of the banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent which are then publicly available at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsSEC or otherwise). (cb) Promptly, and in any event no later than three (3) Business Days, following Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Paying Agent to provide mail to each Person that is who was a record holder of record Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Merger Consideration, (i) a form of Certificates or Book-Entry Shares as letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time notice advising such holders represented Company Common Stock (each, a “Certificate”) in order to receive payment of the effectiveness of the Merger, Merger Consideration (which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying specify that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares Certificate shall pass pass, only upon actual delivery of the Certificates to the Paying Agent (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderthereof), as applicable; and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)thereof) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result payment of the MergerMerger Consideration. Promptly, and in any event no later than three (3) Business Days, following When the Effective Time, Parent shall cause the Exchange Paying Agent to provide to each Person that is receives a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the certificates, as provided in Section 2.1(f)) or Shares represented by the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu of thereof), or as otherwise directed in the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executedthe Merger Consideration with regard to each Share represented by such Certificate, and such other documents as may be reasonably less any required by the Exchange Agent Tax withholdings in accordance with Section 3.5(c), and the terms of Certificate shall be canceled. No interest shall be paid or accrued on the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with Merger Consideration payable upon the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)Certificates. If delivery of the Merger Consideration payment is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery payment that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes have been paid or are not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (ec) Notwithstanding anything in this Agreement to Parent, the contrarySurviving Corporation and Paying Agent, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchangeas applicable, shall be paid upon such surrender (entitled to deduct and after taking into account withhold from the consideration and aggregating Company Common any other amount otherwise payable to a holder of Shares, Options, Stock Appreciation Rights, or Restricted Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal pursuant to the product obtained by multiplying Merger or this Agreement (ieach, a “Payee “) such amounts as are required to be withheld under the fractional share interest Code, the rules and regulations promulgated thereunder or any applicable provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Payee in respect of which such stockholder (after taking into account deduction and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Pricewithholding was made. (fd) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity Corporation will cause the Exchange Paying Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided provided, that the Surviving Entity Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity Corporation a bond in such reasonable amount sum as it may direct or otherwise indemnify the Surviving Entity Corporation in a manner reasonably satisfactory to the Surviving Entity Corporation against any claim that may be made against the Surviving Entity Corporation with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ie) At any time which is more than one six (16) year months after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund that funds which had been deposited with the Exchange Paying Agent and has have not been disbursed in accordance with this Article II III (including interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Fund has funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article II III shall be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon. Any portion of the Exchange Fund funds deposited with the Exchange Paying Agent remaining unclaimed by holders as of Company Common Shares five (5) years after the Effective Time a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving EntityCorporation, Parent, Merger Sub, any of their respective Affiliates Sub or the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II III for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jf) From and after the Effective Time, the Surviving Entity Corporation shall not record on the stock transfer books of the Company or the Surviving Entity Corporation any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to After the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than within three (3) Business DaysDays of receipt from a Pre-Closing Holder of an outstanding certificate or certificates for Company Shares (collectively, the “Certificates”) and a duly completed and duly executed letter of transmittal, in the form attached hereto as Annex F (“Letter of Transmittal”), Buyer shall pay to such Pre-Closing Holder in exchange therefor the Closing Per Company Share Consideration with respect to each Company Share held by such Pre-Closing Holder and (ii) each Pre-Closing Holder of Vested Options shall be entitled to receive from the Surviving Corporation, and the Surviving Corporation shall pay in accordance with its customary payroll or other applicable payment practices promptly following the Effective Time, Parent shall cause but in no event later than the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as first regular payroll run of the Effective Time notice advising such holders of Surviving Corporation and its Subsidiaries after the effectiveness of Closing Date, the Merger, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” Closing Per Company Share Consideration with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender each Company Share issuable upon exercise of the Certificates Vested Options held by such holder. Notwithstanding the foregoing, in the event that any Pre-Closing Holder delivers the Certificate(s) representing such Company Shares and a completed and executed Letter of Transmittal to Buyer at least one (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)1) or the Book-Entry Shares Business Day prior to the Exchange Agent in exchange for Closing, Buyer shall pay the Common Stock Consideration that amount to which such holder is entitled in consideration therefor directly to such holder at the Closing. Pending such surrender and exchange of a Pre-Closing Holder’s Certificate(s) and a Letter of Transmittal, a holder’s Certificate(s) and any documents evidencing a holder’s Vested Options shall be deemed for all purposes to evidence such holder’s right to receive the portion of the Merger Consideration into which such Company Shares or Vested Options shall have been converted as a result of the Merger. Promptly, and in If any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery portion of the Merger Consideration is to be made paid to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate the related Common Share or Preferred Share is registered, it shall be a condition of delivery to such payment that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for requesting such payment of shall pay to Buyer any transfer or other Taxes required by reason as a result of delivery of the Merger Consideration such payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares such share or establish to the reasonable satisfaction of the Surviving Entity Buyer that all Taxes have such tax has been paid or are is not applicable. (e) Notwithstanding anything in this Agreement to payable. After the contraryEffective Time, no fraction the transfer books of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (closed and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid no further registration of transfer of Common Shares or Preferred Shares. Notwithstanding the forgoing, if, between the date hereof and the Closing Date, Buyer notifies the Company in writing that Buyer desires to engage a paying agent to administer payments to be made by Buyer in respect of the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock Shares and included in the Exchange Fund to which such holder is entitled Options pursuant to this Agreement, Buyer and (ii) the Company shall, at the appropriate payment datecost and expense of Buyer, use their respective reasonable best efforts to retain a paying agent selected by Buyer and reasonably acceptable to the Company (the “Paying Agent”) to administer such payments pursuant to the terms of a paying agent agreement entered into among the parties and the Paying Agent, in which case, the amount of dividends or other distributions with a record date after the Effective Time but prior to Paying Agent shall so administer such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stockpayments. (hb) On At the Closing, (i) Buyer shall pay, or promptly after cause to be paid, a portion of the Effective Time Merger Consideration equal to the sum of (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative methodA) the Common Stock Consideration First Escrow Funding Amount to which holders Wilmington Trust, National Association, as escrow agent of Options and Restricted Stock Awards are entitled the parties hereto (the “Escrow Agent”) to be held in escrow in an account to be established (the “First Escrow Account”) pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreementEscrow Agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A (B) the Second Escrow Funding Amount to the Escrow Agent to be held in an escrow account to be established (the “Second Escrow Account”) pursuant to the terms of the Code. Escrow Agreement and (iC) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled Third Escrow Funding Amount to require the Exchange Escrow Agent to deliver be held in an escrow account to it any portion be established (the “Third Escrow Account”) pursuant to the terms of the Exchange Fund Escrow Agreement; provided, that had been deposited with Buyer will promptly thereafter pay to the Exchange Escrow Agent any amounts by which each of the First Escrow Funding Amount, the Second Escrow Funding Amount and has not been disbursed Third Escrow Funding Amount, as applicable, increases due to any Dissenting Shares becoming Company Shares in accordance with this Article II Section ‎3.9, (including interest and other income received ii) Buyer shall pay, or cause to be paid, by the Exchange Agent in respect wire transfer to an account of the funds made available to itHolder Representative as set forth on the Allocation Schedule (the “Holder Rep Fund Account”), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment a portion of the Merger Consideration upon surrender of equal to the CertificatesHolder Rep Fund Amount, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5iii) years after the Effective Time Buyer shall, or shall cause Merger Sub to, pay to the intended beneficiaries thereof (A) the Funded Debt set forth on Schedule ‎3.4(b) (to the extent permitted by applicable Lawexecuted Payoff Letters have been delivered with respect thereto no later than two (2) Business Day prior to the Closing Date) and (B) any Transaction Expenses (to the extent Transaction Expenses Payoff Instructions have been delivered to Buyer no later two (2) Business Day prior to the Closing Date) and (iv) Buyer shall, become or shall cause Merger Sub to, pay to the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None Japan Selling Stockholder on behalf of the Surviving EntityJapan Purchaser the Supreme US Call Option Purchase Price. The assets of First Escrow Account, Parent, Merger Sub, any of their respective Affiliates or the Exchange Second Escrow Account and Third Escrow Account shall be held in separate and distinct accounts by the Escrow Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Lawthe Escrow Agreement. (jc) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company With respect to any payment that Buyer is required to make to any Pre-Closing Holder hereunder or the Surviving Entity any transfers Japan Selling Stockholder, payment shall be made by wire transfer of shares immediately available funds pursuant to the wire instructions set forth in such Pre-Closing Holder’s Letter of Company Common Stock Transmittal or Company Preferred Stock that were outstanding immediately pursuant to such other payment instructions as may be delivered to Buyer by or on behalf of such Pre-Closing Holder or the Japan Selling Stockholder at least two (2) Business Days prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits date of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented therebysuch payment.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior Prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the CompanyEffective Time, Parent shall designate appoint a commercial bank or trust company reasonably acceptable to the Company to act as exchange paying agent hereunder (the “Exchange Paying Agent”“) for purposes of, among other things, the payment of the aggregate consideration to be paid to the holders of Common Stock under this Article II. Parent and Paying Agent will enter into a paying agent agreement in form and substance reasonably acceptable to the Merger Consideration. At or Company prior to the Effective Time. (b) Upon the filing of the Articles of Merger with the Secretary of State of Massachusetts, Parent or Sub shall deposit with the Paying Agent cash in an amount sufficient to pay the aggregate consideration to which the holders of Common Stock (other than Excluded Company Shares, Restricted Stock and Dissenting Company Shares) become entitled under this Article II (such amounts, the “Exchange Agent, Fund”). The Paying Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock and (ii) promptly applied to be issued making the payments provided for in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to this Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) II. The Exchange Fund shall not be used for any purpose that is not provided for herein. The Paying Agent shall invest the any cash included in the Exchange Fund Fund, as directed by the Parent, (A) in writing by Parent in (i) direct obligations of the United States of America, (iiB) in obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of all principal and interest and/or interest, (iiiC) in commercial paper obligations rated A-1 or P1 or better by receiving the highest rating from either Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or (D) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and1 billion (based on the most recent financial statements of such bank which are then publicly available), or (E) a combination thereof, provided that, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash kept in the Exchange Fund. To the extent that there are losses with respect to such investments, or the Exchange Fund shall be insufficient diminishes for other reasons below the level required to fully satisfy all make prompt payments of the payment obligations aggregate consideration to be made in cash by paid to the Exchange Agent hereunderholders of Common Stock as contemplated hereby, Parent shall promptly deposit cash into replace or restore the portion of the Exchange Fund in an amount lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to fully satisfy make such cash payments. Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of such funds) that remains undistributed to the holders of Common Stock 180 days after the Effective Time of the Merger shall be delivered to Parent at such time. Thereafter, the holders of Common Stock shall look only to Parent (subject to the terms of this Agreement) as a general creditor for payment obligationsof the consideration payable to them under this Article II, without interest, upon the surrender of any Certificates held by them. (c) Promptly, and in any event no later than three (3) Business Days, following As soon as practicable after the Effective Time, Parent shall cause the Exchange Paying Agent to provide mail to each Person that is a holder of record of Certificates or Book-Entry Shares as of Common Stock, other than Parent and the Effective Time notice advising such holders of the effectiveness of the MergerCompany, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass pass, only upon actual delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Paying Agent and shall be in a form reasonably agreed upon by Parent and Company prior to the Closing) (which is deemed to have been effected upon the delivery “Letter of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result of the MergerMerger Consideration. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record Upon surrender of a certificate representing Company Preferred Shares Certificate (or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or such customary affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” and indemnities with respect to such non-certificated Company Preferred Shares a lost certificate which the Paying Agent, Parent and/or the Company’s transfer agent may reasonably require) for cancellation to the Paying Agent or to such other evidence reasonably acceptable to Parent agent or the Exchange Agentagents as may be appointed by Parent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter a Letter of transmittalTransmittal, duly completed and validly executed, and such other documents as may reasonably be reasonably required by the Exchange Paying Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c)Parent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, amount of cash into which the shares of Common Stock Consideration payable in respect of theretofore represented by such Company Common Shares Certificate shall have been converted pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed2.1, and such other documents as may the Certificates so surrendered shall forthwith be reasonably required by canceled. No interest will be paid or will accrue on the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with cash payable upon the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, any Certificate. In the event of surrender with respect to such book-entry Company Preferred Shares), a transfer of ownership of Common Stock that is not registered in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery transfer records of the Merger Consideration is to Company, payment may be made to a Person holding a Certificate or certificate representing Company Preferred Shares person other than the Person person in whose name a the Certificate so surrendered Certificate is registered, it if such Certificate shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, transfer and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for person requesting such payment of shall pay any transfer or other Taxes taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered such Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Parent that all Taxes have such tax has been paid or are is not applicable. . Until surrendered as contemplated by this Section 2.2, each Certificate (eother than Certificates representing any Dissenting Company Shares or Excluded Company Shares) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom deemed at any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date time after the Effective Time shall be paid to represent only the holder right to receive upon such surrender the amount of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereofcash, without interest, (i) into which the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which theretofore represented by such holder is entitled Certificate shall have been converted pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but Section 2.1. If any Certificate shall not have been surrendered prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly six years after the Effective Time (but or, if earlier, immediately prior to the time any payment in respect hereof would otherwise escheat or become the property of any event not later than the first payroll date after the Effective Timegovernmental unit or agency), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent payment in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time such Certificate shall, to the extent permitted by applicable Lawlaw, become the property of Parent the Surviving Corporation, free and clear of any all claims or interest of any Person person previously entitled thereto. None Notwithstanding the foregoing, none of the Surviving EntityPaying Agent, Parent, Merger Subthe Company, any of their respective Affiliates Sub or the Exchange Agent will Surviving Corporation or any party hereto shall be liable to any Person entitled to payment under this Article II holder of Common Stock for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence cash or interest delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law. (j) From laws. Each of the Paying Agent, Parent and after the Effective Time, the Surviving Entity Corporation shall not record on be entitled to deduct and withhold from the stock transfer books consideration otherwise payable pursuant to this Agreement to any holder of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior Stock, such amounts as it is required to deduct and withhold with respect to the Effective Timepayment of such consideration under all applicable Tax (as hereinafter defined) laws and pay such withholding amount over to the appropriate taxing authority. IfTo the extent that amounts are so properly withheld, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they such withheld amounts shall be canceled and treated for all purposes of this Agreement as having been surrendered for paid to the Merger Consideration in respect holder of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days Immediately prior to the mailing of the Joint Proxy Statement/Prospectus Effective Time, Acquiror shall cause Merger Sub to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable pay to the Company to act as an exchange agent (the “Exchange Agent”) for purposes ofselected by the Company and reasonably acceptable to Acquiror, among other thingsby wire transfer of immediately available funds, paying an amount (the “Funding Amount”) equal to (i) the Merger Consideration. At or prior , minus (ii) the product of (x) the number of Dissenting Shares and (y) the Cash Per Fully-Diluted Common Share; provided that Acquiror will promptly thereafter cause Merger Sub to pay to the Effective TimeExchange Agent any amounts by which the Funding Amount increases due to any Dissenting Shares becoming Common Shares in accordance with Section 3.5. Notwithstanding the foregoing, Parent shall deposit with to facilitate effecting the Exchange Agent, for applicable withholding of Taxes and the benefit required wage reporting in respect of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Vested Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, the Company Preferred Shares, and Acquiror may agree that payment in respect of such Vested Options and Restricted Stock Awards become entitled Shares will be processed through the Company’s payroll system, in which case the amount payable to the Exchange Agent pursuant to Article I and such cash in lieu the immediately preceding sentence shall be further reduced by the aggregate amount of fractional shares payments to be paid pursuant effected through such payroll system, and the Exchange Agent shall have no responsibility to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration make payments in respect of Vested Options and any proceeds thereof being hereinafter referred to as the “Exchange Fund”)Restricted Shares. (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following After the Effective Time, Parent shall cause each Pre-Closing Holder of an outstanding certificate or certificates for Common Shares (collectively, the Exchange Agent to provide to “Certificates”) and each Person that is a holder Pre-Closing Holder of record of Certificates or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the MergerVested Options, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares Certificates to the Exchange Agent (which is deemed to have been effected or, in the case of a Pre-Closing Holder of Vested Options, upon the delivery of a customary “agent’s message” with respect Holder Acknowledgment to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares shall be entitled to receive from the Exchange Agent in exchange for therefor such portion of the Merger Consideration into which such holder’s Common Stock Consideration that such holder is entitled to receive Shares and/or Vested Options shall have been converted as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that any payment with respect to Restricted Shares held by employees of the Company or its Subsidiaries that vest at the time of, or immediately prior to, the Merger and Vested Options held by employees of the Company or its Subsidiaries shall be reduced by the amount of any Taxes required to be withheld under applicable Law with respect to such payments and amounts so withheld shall be paid by the Exchange Agent to the Company for disbursement to the applicable taxing authority. Notwithstanding the foregoing, in the event that any Pre-Closing Holder of Common Shares delivers the Certificate(s) representing such Common Shares, or any Pre-Closing Holder of Vested Options delivers a Holder Acknowledgment with respect to such holder’s Options, to Acquiror at the Closing, Acquiror shall pay (or shall cause the Company to pay, following the Closing) the amount which such holder is entitled in consideration therefor directly to such holder promptly following the Closing by wire transfer of immediately available funds or through the Company’s payroll system and the Funding Amount payable to the Exchange Agent shall be reduced by such amounts (subject, in the case of any Restricted Shares or Vested Options, to withholding for Taxes, which amounts that constitute non-qualified deferred compensation under Section 409A of shall be paid to the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of Company for disbursement to the applicable agreementtaxing authority). Pending such surrender and exchange of a Pre-Closing Holder’s Certificate(s) (or, plan or arrangement that will not trigger in the case of a tax or penalty under Section 409A Pre-Closing Holder of the Code. (iVested Options, such delivery of a Holder Acknowledgment), such holder’s Certificate(s) At and any time which is more than one (1) year after the Effective Time, Parent documents evidencing such holder’s Vested Options shall be entitled deemed for all purposes to require evidence such holder’s right to receive the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration into which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company such Common Shares or Company Preferred Stock, as applicable, represented therebyVested Options shall have been converted by the Merger.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days Immediately prior to the mailing Effective Time of the Joint Proxy Statement/Prospectus Merger, Acquiror will pay to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent (the “Exchange Agent”) selected by the Company and reasonably acceptable to Acquiror, by wire transfer of immediately available funds, an amount (the “Funding Amount”) equal to (i) the Cash Portion of the Merger Consideration, as adjusted in accordance with Section 1.4 hereof and determined prior to giving effect to the adjustments provided for purposes ofin Section 1.5(c) hereof, among other thingsminus (ii) the product of (x) the number of Dissenting Shares (if any) and (y) the Cash Per Fully-Diluted Common Share. Additionally, paying Acquiror will issue and deliver to the Exchange Agent for exchange in accordance with this Section 1.2, through such reasonable procedures as Acquiror and the Holder Representative may agree, certificates for the shares of Acquiror Common Stock representing the Stock Portion of the Merger Consideration. At or prior Upon (i) payment by Acquiror to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit Agent of the holders Funding Amount; (ii) delivery by Acquiror of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted the Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing Portion of the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders the Escrow Agent; (iii) payment of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant cash by Acquiror to Article I and such the Exchange Agent in an amount sufficient to permit payment of cash in lieu of fractional shares to be paid pursuant to Section 2.1(e1.1(e); and (iv) (payment by Acquiror to the “Aggregate Merger Consideration”) (Holder Representative of the Aggregate estimated Holder Allocable Expenses pursuant to Section 1.6 hereof, Acquiror shall be deemed to have satisfied its obligations to make payments in respect of the Merger Consideration other than (A) Acquiror’s obligation to make payments, if any, required by Section 1.5 hereof and any proceeds thereof being hereinafter referred (B) the obligation of Acquiror or the Surviving Corporation to as make payments to Dissenting Shareholders, if any, following the “Exchange Fund”)Effective Time of the Merger. (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of After the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: each holder of an outstanding certificate or certificates for Common Shares (icollectively, the “Certificates”) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effectedand/or Options, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares Certificates to the Exchange Agent (which is deemed to have been effected or, in the case of a holder of Options, upon the delivery of a customary “agent’s message” with respect Holder Acknowledgment to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates shall be entitled to receive from Acquiror (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to from the Exchange Agent on Acquiror’s behalf) in exchange for therefor (subject to the provisions of Section 1.5 below) such portion of the Merger Consideration into which such holder’s Common Stock Consideration that such holder is entitled to receive Shares and/or Options shall have been converted as a result of the Merger. Promptly; provided, however, that any payment and in other consideration with respect to Options held by employees of the Company or any event no later than three (3) Business Days, following of its Subsidiaries shall be reduced by the Effective Time, Parent amount of any Taxes required to be withheld under applicable law with respect to the Merger Consideration received by the holders of Options and amounts so withheld shall cause be paid by the Exchange Agent to provide the Surviving Corporation for disbursement to the applicable Governmental Authority; and provided, further, (i) a portion of the Cash Portion of the Merger Consideration otherwise payable to each Person that is holder of Common Shares and/or Options equal to the Adjustment Escrow Amount multiplied by such holder’s Applicable Percentage shall be held in escrow in accordance with Section 1.5(d) hereof and the Adjustment Escrow Agreement and (ii) the Acquiror Common Stock issuable to each holder of Common Shares and/or Options as the Stock Portion of the Merger Consideration shall be held in escrow in accordance with Section 1.8 hereof and the Indemnification Escrow Agreement. Pending such surrender and exchange (or, in the case of a holder of record Options, upon such delivery of a certificate representing Company Preferred Holder Acknowledgment), a holder’s Certificate or Certificates for Common Shares or non-certificated Company Preferred Shares represented and/or a holder’s Holder Acknowledgment with respect to Options shall be deemed for all purposes (other than the exchange contemplated by book-entry advising this Section 1.2) to evidence such holders holder’s portion of the effectiveness Merger Consideration into which such Common Shares and/or Options shall have been converted by the Merger. (c) Promptly following the date which is one year after the Effective Time of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to Acquiror will instruct the Exchange Agent (which is deemed to have been effected upon deliver to Acquiror all cash, Certificates and other documents in its possession relating to the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or transactions contemplated hereby, and the Exchange Agent’s duties will terminate. Thereafter, if any, each holder of a Certificate (other than Certificates representing Dissenting Shares) and each holder of Options who has not delivered a Holder Acknowledgement may surrender such surrender), as applicable; Certificate or deliver such Holder Acknowledgment to Acquiror and (Bsubject to applicable abandoned property, escheat and similar laws) instructions for effecting receive in consideration therefor, and Acquiror will promptly pay, the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Sharesaggregate Merger Consideration relating thereto, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Companywithout any interest thereon. (d) Upon surrender to In the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such event any Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and upon the Surviving Entity will cause the Exchange Agent to accept making of an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of destroyed, the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paidExchange Agent or Acquiror, as a condition precedent to the payment thereofcase may be, to give the Surviving Entity a bond will issue in exchange for such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment datedestroyed Certificate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with Merger Consideration deliverable in respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited with the Exchange Agent and has not been disbursed thereof as determined in accordance with this Article II (including interest and other income received by the Exchange Agent in respect of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.I.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days Immediately prior to the mailing Effective Time of the Joint Proxy Statement/Prospectus Merger, ACQUIROR will pay to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent (the “"Exchange Agent”") for purposes ofselected by SPD and reasonably acceptable to ACQUIROR, among other thingsby wire transfer of immediately available funds, paying an amount (the "Funding Amount") equal to the Merger Consideration. At or , determined prior to giving effect to the Effective Time, Parent shall deposit with adjustments provided for in Section 1.4 hereof. Upon (i) payment by ACQUIROR to the Exchange Agent, for the benefit Agent of the holders Funding Amount and (ii) payment by ACQUIROR to the Holder Representative of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid estimated Holder Allocable Expenses pursuant to Section 2.1(e) (1.5 hereof, ACQUIROR shall be deemed to have satisfied its obligations to make payments in respect of the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred other than Acquiror's obligation to as the “Exchange Fund”). (b) make payments required by Section 1.4 hereof, if any. The Exchange Agent shall invest the cash included in the Exchange Fund Funding Amount as directed by the Holder Representative in writing by Parent in (i) direct obligations with any income earned on such investments being paid to the Holder Representative for the benefit of holders of SPD Shares and Options; such income shall not become a part of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsFunding Amount. (cb) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of Certificates or Book-Entry Shares as of After the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: each holder of an outstanding certificate or certificates for SPD Shares and/or Options (icollectively, the "Certificates") appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares Certificates to the Exchange Agent (which is deemed to have been effected or, in the case of a holder of Options, upon the delivery of a customary “agent’s message” with respect Holder Acknowledgement to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (ii) instructions for effecting the surrender of the Certificates shall be entitled to receive from ACQUIROR (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to from the Exchange Agent on Acquiror's behalf) in exchange for therefor, (subject to the Common Stock provisions of Section 1.4 below) such percentage (the "Applicable Percentage") of the Merger Consideration that into which such holder is entitled to receive holder's SPD Shares and/or Options shall have been converted as a result of the Merger. Promptly, provided that any payment with respect to Options held by employees of SPD or any of its Subsidiaries ("Employee Options") shall be reduced by the amount of any taxes required to be withheld under applicable law with respect to such payments and in any event no later than three (3) Business Days, following the Effective Time, Parent amounts so withheld shall cause be paid by the Exchange Agent to provide the Surviving Corporation for disbursement to each Person that is the applicable taxing authority. Pending such surrender and exchange (or, in the case of a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising Options, upon such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderHolder Acknowledgment), as applicable; and a holder's certificate or certificates for SPD Shares and/or Options shall be deemed for all purposes (B) instructions for effecting other than the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c1.2) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of evidence such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e). If delivery holder's Applicable Percentage of the Merger Consideration is to be made to a Person holding a Certificate or certificate representing Company Preferred into which such SPD Shares other than the Person in whose name a surrendered Certificate is registered, it and/or Options shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity that all Taxes have been paid or are not applicableconverted by the Merger. (ec) Notwithstanding anything in this Agreement to On the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Bookone-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead year anniversary of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paidClosing Date, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited on deposit with the Exchange Agent and has not been disbursed in accordance with this Article II (including interest and other income received by shall be delivered to the Exchange Agent in respect of the funds made available to it)Holder Representative, and after thereafter any holder of Certificates shall look only to the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) Holder Representative for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled respect thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five three (53) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus Statement to the stockholders shareholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent Paying Agent in connection with the Merger (the “Exchange "Paying Agent”) for purposes of, among other things, paying the Merger Consideration"). At or prior to Promptly after the Effective Time, Parent shall will, or cause the Surviving Corporation to, deposit with in trust with, the Exchange Paying Agent, for the benefit aggregate consideration to which shareholders, holders of Options, holders of Stock Appreciation Rights, and holders of Restricted Shares of the holders of CertificatesCompany become entitled under this Article III. Until used for that purpose, Book-Entry Sharesthe funds shall be invested by the Paying Agent, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, as directed by Parent or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the MergerSurviving Corporation, in obligations of or guaranteed by the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders United States of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu America or obligations of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations an agency of the United States of America, (ii) obligations for America which are backed by the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Moody's Investors Service, Services Inc. or Standard & Poor’s 's Corporation, respectivelyor ix xxxxxit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or a combination Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500,000,000 (based on the most recent financial statements of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent which are then publicly available at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligationsSEC or otherwise). (cb) Promptly, and in any event no later than three (3) Business Days, following Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Paying Agent to provide mail to each Person that is who was a record holder of record Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Merger Consideration, (i) a form of Certificates or Book-Entry Shares as letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time notice advising such holders represented Company Common Stock (each, a "Certificate") in order to receive payment of the effectiveness of the Merger, Merger Consideration (which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying specify that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares Certificate shall pass pass, only upon actual delivery of the Certificates to the Paying Agent (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrenderthereof), as applicable; and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)thereof) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result payment of the MergerMerger Consideration. Promptly, and in any event no later than three (3) Business Days, following When the Effective Time, Parent shall cause the Exchange Paying Agent to provide to each Person that is receives a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the certificates, as provided in Section 2.1(f)) or Shares represented by the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares Certificate (or effective affidavits of loss in lieu of thereof), or as otherwise directed in the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executedthe Merger Consideration with regard to each Share represented by such Certificate, and such other documents as may be reasonably less any required by the Exchange Agent Tax withholdings in accordance with Section 3.5(c), and the terms of Certificate shall be canceled. No interest shall be paid or accrued on the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with Merger Consideration payable upon the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)Certificates. If delivery of the Merger Consideration payment is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery payment that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes have been paid or are not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (ec) Notwithstanding anything in this Agreement to Parent, the contrarySurviving Corporation and Paying Agent, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchangeas applicable, shall be paid upon such surrender (entitled to deduct and after taking into account withhold from the consideration and aggregating Company Common any other amount otherwise payable to a holder of Shares, Options, Stock Appreciation Rights, or Restricted Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal pursuant to the product obtained by multiplying Merger or this Agreement (ieach, a "Payee ") such amounts as are required to be withheld under the fractional share interest Code, the rules and regulations promulgated thereunder or any applicable provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Payee in respect of which such stockholder (after taking into account deduction and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Pricewithholding was made. (fd) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity Corporation will cause the Exchange Paying Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided provided, that the Surviving Entity Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity Corporation a bond in such reasonable amount sum as it may direct or otherwise indemnify the Surviving Entity Corporation in a manner reasonably satisfactory to the Surviving Entity Corporation against any claim that may be made against the Surviving Entity Corporation with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ie) At any time which is more than one six (16) year months after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund that funds which had been deposited with the Exchange Paying Agent and has have not been disbursed in accordance with this Article II III (including interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Fund has funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article II III shall be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon. Any portion of the Exchange Fund funds deposited with the Exchange Paying Agent remaining unclaimed by holders as of Company Common Shares five (5) years after the Effective Time a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving EntityCorporation, Parent, Merger Sub, any of their respective Affiliates Sub or the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II III for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (jf) From and after the Effective Time, the Surviving Entity Corporation shall not record on the stock transfer books of the Company or the Surviving Entity Corporation any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following Prior to the Effective Time, Parent shall appoint Acquiom (the “Paying Agent”) to serve (and Acquiom shall serve) as Paying Agent for the payment of the cash portion of the Merger Consideration payable pursuant to this Agreement. Notwithstanding the foregoing, if and to the extent that any portion of the Merger Consideration (or any other payments under this Agreement) is subject to any income and/or employment withholding tax, then such payments shall be disbursed by the Surviving Corporation or other Affiliate of Parent (and the Surviving Corporation or such other Affiliate shall cause any such amounts to be disbursed) through the Surviving Corporation’s then-current payroll system, net of applicable Tax withholding, to the applicable payees. The appointment of the Paying Agent shall not affect Parent’s Liability for failing to perform its obligations under the Agreement. (b) As soon as reasonable practicable after the date of this Agreement and Agreement, but in any no event not less later than five (5) Business Days prior following the execution of this Agreement, the Paying Agent shall mail to each Common Stockholder, Preferred Stockholder and Warrantholder (collectively, the mailing “Holders”), a letter of transmittal and instructions, in the Joint Proxy Statement/Prospectus to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act form attached hereto as exchange agent Exhibit I (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit Letter of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange FundTransmittal”). (b) . The Exchange Agent Letter of Transmittal shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (c) Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person specify that is a holder of record of Certificates or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable Certificates shares of Common Stock or Book-Entry Shares Preferred Stock or Warrant shall pass only upon delivery receipt by Parent of certificates or instruments that immediately prior to the Certificates Effective Time represented such shares (or affidavits of loss in lieu of the “Certificates, as provided in Section 2.1(f)”) or Warrant or confirmation of cancellation of such Certificates or Warrant from the Company’s transfer agent, eShares, Inc. (“eShares”) (the “eShares Cancellation”) (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 2.11), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of such Common Stockholder, Preferred Stockholder, or Warrantholder, effecting the surrender of such Book-Entry Shares shares. If a Holder surrenders to the Exchange Paying Agent a Certificate (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, Paying Agent receives the eShares Cancellation of such surrender)Certificate, as applicable; and ) (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)other than a Certificate representing Dissenting Shares) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender)Warrant, as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter such Letter of transmittal, Transmittal duly completed and validly executed, and such other documents as may be reasonably required by requested pursuant to the Exchange Agent in accordance instructions included with the terms Letter of Transmittal, at least three (3) Business Days prior to the Closing Date, then such Holder shall be paid the cash portion of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect Merger Consideration payable to such Book-Entry SharesHolder on the Closing Date in exchange therefor the amount specified in Section 2.5(a) and Section 2.6(f), in each case, pursuant to such materials as applicable and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share Warrant, as applicable, shall forthwith be entitled canceled. If a Holder surrenders to receive in exchange therefor, and Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable to such holders, a Certificate (or the Common Stock Consideration payable in respect Paying Agent receives the eShares Cancellation of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificatesCertificate, as provided in Section 2.1(f)applicable) (other than a Certificate representing Dissenting Shares) or a Warrant, as applicable, together with the above-described letter such Letter of transmittal, Transmittal duly completed and validly executed, and such other documents as may be reasonably required by requested pursuant to such instructions, any time after three (3) Business Days prior to the Exchange Agent Closing Date, then such Holder shall be paid the cash portion of the Merger Consideration payable to such Holder no earlier than on the Closing Date and as soon as reasonably practicable in accordance with the terms of the materials immediately preceding sentence, and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entrysuch Certificate or Warrant, by book-receipt of an “agent’s message” by the Exchange Agent in connection with as applicable, shall forthwith be canceled. No interest will be paid or accrued on any amounts payable upon the surrender of such book-entry Company Preferred Shares (the Certificates or such other evidenceWarrants, if anyor the eShares Cancellation of the Certificates, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)applicable. If delivery of the Merger Consideration payment is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered the Certificate or Warrant surrendered, or confirmed cancelled by eShares, as applicable, is registered, it shall be a condition of delivery payment that the Certificate or certificate representing Company Preferred Shares Warrant so surrendered must surrendered, or confirmed cancelled by eShares, as applicable, shall be properly endorsed or otherwise be in proper form for transfer, transfer and delivered to the Paying Agent with all documents required to evidence and effect such transfer and that the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for requesting such payment of pay any transfer or other Taxes required by reason of delivery of the Merger Consideration payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares Warrant surrendered, or confirmed cancelled by eShares, as applicable, or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes have such tax has been paid or are is not applicable. Until surrendered or confirmed cancelled by eShares, as applicable, as contemplated by this Section 2.7, each Certificate (other than a Certificate representing Dissenting Shares) and Warrant shall at any time after the Effective Time represent solely the right to receive upon such surrender or eShares cancellation the amounts payable in respect of such Certificate and Warrant as contemplated by Section 2.5(a), and Section 2.6(f), as applicable. (e) Notwithstanding anything in this Agreement to the contrary, no fraction of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ic) At any time which is more than one following the six (16) year after month anniversary of the Effective TimeClosing Date, Parent shall be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund Parent or its designated successor or assign cash that had have been deposited with the Exchange Paying Agent and has pursuant to Section 2.7(a), not been disbursed in accordance with this Article II (including interest and other income received by to the Exchange Agent in respect of the funds made available Holders pursuant to itSection 2.7(b), and after thereafter the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II Holders shall be entitled to look solely only to Parent or the Surviving Corporation only as general creditors thereof with respect to any and all cash amounts that may be payable to such Holders pursuant to Section 2.5(a) and Section 2.6(f), as applicable, upon the due surrender of a Certificate or Warrant, or the eShares Cancellation of the Certificates, as applicable, and a Letter of Transmittal duly executed, and such other documents as may be reasonably requested pursuant to instructions contained therein in the manner set forth in Section 2.7(b). No interest shall be payable for the cash delivered to Parent pursuant to the provisions of this Section 2.7(c) and which are subsequently delivered to a Holder. (subject d) None of Parent, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Lawlaw. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) three Business Days prior to the mailing of the Joint Proxy Statement/Prospectus Statement to the stockholders of the Company, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent Paying Agent in connection with the Merger (the “Exchange "Paying Agent”) for purposes of, among other things, paying the Merger Consideration"). At or prior to the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide to, and shall deposit with in trust with, the Exchange Paying Agent, for in accordance with an agreement to be entered into between the benefit Paying Agent and Parent reasonably satisfactory in form and substance to Parent, the aggregate consideration to which stockholders of the holders of CertificatesCompany become entitled under this Article II. Until used for that purpose, Book-Entry Sharesthe funds shall be invested by the Paying Agent, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, as directed by Parent or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the MergerSurviving Corporation, in obligations of or guaranteed by the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders United States of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu America or obligations of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”). (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in (i) direct obligations an agency of the United States of America, (ii) obligations for America which are backed by the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest and/or (iii) America, in commercial paper obligations rated A-1 or P1 P-1 or better by Xxxxx’x Moody's Investors Service, Services Inc. or Standard & Poor’s Corporation's Corporatixx, respectivelyxx in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or a combination Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the foregoing banks which are then publicly available at the SEC or in certificates otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of depositthe Company, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in the event that the net amount of such investments or losses result in such funds being less than the aggregate amount required to be paid to former holders of Shares not known to be Dissenting Shares, Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent in the net amount of any such case, no such instrument shall have a maturity exceeding three monthslosses. Any interest and other income resulting from such investments shall be promptly paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount sufficient to fully satisfy such cash payment obligations. (cb) Promptly, and in any event no later than three (3) Business Days, following Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Paying Agent to provide mail to each Person that is person who was a record holder of record Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to this Article II into the right to receive the Per Share Merger Consideration, (i) a form of Certificates or Book-Entry Shares as letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time notice advising such holders represented Company Common Stock (each, a "Certificate") in order to receive payment of the effectiveness of the Merger, Per Share Merger Consideration (which notice shall include: (i) appropriate transmittal materials (including a customary letter of transmittal) specifying specify that delivery shall be effected, and risk of loss and title to the applicable Certificates or Book-Entry Shares Certificate shall pass pass, only upon actual delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Paying Agent, if any, of such surrender), as applicable; and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent in exchange for the Common Stock Consideration that such holder is entitled to receive as a result payment of the MergerPer Share Merger Consideration. PromptlyWhen the Paying Agent receives a Certificate, together with a properly completed and in executed letter of transmittal and any event no later than three (3) Business Daysother required documents, following the Effective Time, Parent Paying Agent shall cause pay to the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred the Shares or non-certificated Company Preferred Shares formerly represented by book-entry advising such holders of the effectiveness of Certificate, or as otherwise directed in the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificates, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executedthe Per Share Merger Consideration with regard to each Share formerly represented by such Certificate, and such other documents as may be reasonably less any required by the Exchange Agent Tax withholdings in accordance with Section 2.5(c) below, and the terms of Certificate shall be cancelled. No interest shall be paid or accrued on the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with Per Share Merger Consideration payable upon the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate or book-entry share representing any Company Preferred Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred Shares pursuant to Section 1.6(e)Certificates. If delivery of the Merger Consideration payment is to be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery payment that the Certificate or certificate representing Company Preferred Shares so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for payment of any transfer or other Taxes required by reason of delivery of the Merger Consideration payment to a Person other than the registered holder of the surrendered Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Corporation that all Taxes have the Tax has been paid or are is not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Per Share Merger Consideration in respect of the Shares formerly represented by such Certificate, without any interest thereon. (ec) Notwithstanding anything in this Agreement The Paying Agent may withhold from the sum payable to the contrary, no fraction any Person as a result of a share of Parent Common Stock will be issued in connection with the Merger, and in lieu thereof pay to the appropriate Taxing Authorities, any Company stockholder who would otherwise amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Authority as permitted by this Section 2.5 will be deemed to have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Common Shares for exchange, shall be paid upon such surrender (and after taking into account and aggregating Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest Person with regard to which such stockholder (after taking into account and aggregating all Company Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Pricewhom it is withheld. (fd) If a In the event that any Certificate or certificate representing Company Preferred Shares has shall have been lost, stolen or destroyed, Parent and upon the Surviving Entity will cause holder's compliance with the Exchange Agent to accept an affidavit of that fact replacement requirements established by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lostPaying Agent, stolen or destroyed instead including, if necessary, the posting by the holder of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable customary amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity indemnity against any claim that may be made against the Surviving Entity it with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been Certificate, the Paying Agent shall deliver in exchange for the lost, stolen or destroyeddestroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares formerly represented by the Certificate pursuant to this Article II. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A of the Code, Parent and/or the Surviving Entity shall pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (ie) At any time which is more than one (1) year 180 days after the Effective Time, Parent shall be entitled to require the Exchange Paying Agent to deliver to it any portion of the Exchange Fund that funds which had been deposited with the Exchange Paying Agent and has have not been disbursed in accordance with this Article II (including including, without limitation, interest and other income received by the Exchange Paying Agent in respect of the funds made available to it), and after the Exchange Fund has funds have been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent Per Share Merger Consideration remaining unclaimed by holders as of Company Common Shares five (5) years after the Effective Time a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any Liens, claims or interest of any Person previously entitled thereto. None of Neither the Surviving EntityCorporation, Parent, Merger Sub, any of their respective Affiliates or Parent nor the Exchange Paying Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. Any portion of the funds deposited with the Paying Agent pursuant to Section 2.5(a) as consideration for Shares that become Dissenting Shares shall be delivered to Parent on demand. (jf) From and after At the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock or Company Preferred Stock Shares that were outstanding immediately prior to the Effective Time. If, after After the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented to the Surviving Corporation for transfer, they transfer shall be canceled cancelled and treated as having been surrendered exchanged for the Per Share Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, formerly represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days Immediately prior to the mailing Effective Times of the Joint Proxy Statement/Prospectus Mergers, Acquiror shall pay to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior selected by Acquiror and reasonably acceptable to the Effective TimeCompanies, Parent shall deposit with the Exchange Agentby wire transfer of immediately available funds, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) an amount (the “Aggregate Funding Amount”) equal to: (i) (1) the Landmark Merger Consideration”, minus (2) the product of (x) the Aggregate number of Dissenting Landmark Common Shares and (y) the Cash Per Fully-Diluted Landmark Common Share; plus (1) the Standard Merger Consideration Consideration, minus (2) the product of (x) the number of Dissenting Standard Common Shares and any proceeds thereof being hereinafter referred to as (y) the “Exchange Fund”).Cash Per Fully-Diluted Standard Common Share; plus (b) The Exchange Agent shall invest the cash included in the Exchange Fund as directed in writing by Parent in Upon (i) direct obligations payment by Acquiror to the Exchange Agent of the United States of America, Funding Amount and (ii) obligations for which the full faith and credit of the United States of America is pledged payment by Acquiror to provide for payment of all principal and interest and/or (iii) commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be paid to Parent at the Closing and shall be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunderof the estimated Holder Allocable Expenses pursuant to Section 2.5, Parent Acquiror shall promptly deposit cash into have satisfied its obligations to make payments in respect of the Exchange Fund Landmark Merger Consideration and the Standard Merger Consideration other than (x) the obligation of Acquiror or the Landmark Surviving Corporation or the Standard Surviving Corporation, as the case may be, to make payments to Dissenting Landmark Stockholders or Dissenting Standard Stockholders, if any, following the Effective Times of the Mergers and (y) the obligation to make any payment in an amount sufficient to fully satisfy such cash payment obligationsaccordance with Section 2.11. (c) Promptly, and in any event no later than three (3) Business Days, following As promptly as practicable after the Effective TimeTime of the Mergers, Parent Acquiror shall cause the Exchange Agent to provide mail to each Person that is person who was, immediately prior to the Effective Time of the Mergers, a holder of record of Certificates Landmark Common Shares, Landmark Vested Options, Standard Common Shares or Book-Entry Shares as of the Effective Time notice advising such holders of the effectiveness of the Merger, which notice shall includeStandard Vested Options: (i) appropriate transmittal materials (including in the case of holders of Landmark Common Shares or Standard Shares a customary letter of transmittal) specifying transmittal substantially in the form attached as Annex C hereto, which specifies that delivery shall be effected, and risk of loss and title to the applicable Certificates certificates evidencing such Landmark Common Shares or Book-Entry Standard Common Shares (the “Certificates”) shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) or the surrender of such Book-Entry Shares to the Exchange Agent Agent; (ii) in the case of holders of Landmark Vested Options or Standard Vested Options, an acknowledgement and release substantially in the form attached as Annex D hereto (the “Option Acknowledgement”) which is deemed to have been effected specifies that upon the delivery of a customary “agent’s message” such Option Acknowledgement and payment by the Exchange Agent of the portion of the Landmark Merger Consideration or the Standard Merger Consideration, as the case may be, to which such holder is entitled pursuant to Sections 2.1 or 2.2, as applicable, such holder is releasing the Landmark Surviving Corporation or the Standard Surviving Corporation, as the case may be, of all claims with respect to such Book-Entry Shares all options to acquire Landmark Common Stock or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender)Standard Common Stock, as applicablethe case may be, that were held by such holder immediately prior to the Effective Time of the Mergers; and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu and delivery of the Certificates, as provided in Section 2.1(f)) or the Book-Entry Shares to the Exchange Agent Option Acknowledgements in exchange for the Common Stock portion of the Landmark Merger Consideration that or the Standard Merger Consideration, as the case may be, to which such holder is entitled pursuant to receive as a result of the Merger. Promptly, and in any event no later than three (3) Business Days, following the Effective Time, Parent shall cause the Exchange Agent to provide to each Person that is a holder of record of a certificate representing Company Preferred Shares Sections 2.1 or non-certificated Company Preferred Shares represented by book-entry advising such holders of the effectiveness of the Merger, which notice shall include: (A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the applicable certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall pass only upon delivery of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates, as provided in Section 2.1(f)) or the surrender of such non-certificated Company Preferred Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such non-certificated Company Preferred Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender)2.2, as applicable; and (B) instructions for effecting the surrender of the certificates representing Company Preferred Shares (or affidavits of loss in lieu of the certificates representing Company Preferred Shares, as provided in Section 2.1(f)) or the non-certificated Company Preferred Shares to the Exchange Agent in exchange for the Preferred Stock Consideration that such holder is entitled to receive as a result of the Merger. All such materials contemplated by this Section 2.1(c) shall reflect the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company. (d) Upon surrender to the Exchange Agent of (i) Company Common Shares that are represented by Certificatesa Certificate for cancellation, by physical surrender of such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) together with the above-described such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto (or in the case of holders of Landmark Vested Options or Standard Vested Options, an Option Acknowledgement), and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent and (ii) Company Common Shares that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such Book-Entry Shares (or such other evidence, if any, of surrender with respect to such Book-Entry Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent Acquiror shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Common Stock Consideration payable in respect of such Company Common Shares pursuant to Section 1.6(b) and Section 1.6(c). Upon surrender to the Exchange Agent of (i) a certificate theretofore representing any Company Preferred Shares, by physical surrender of such certificate (or affidavits of loss in lieu of such certificates, as provided in Section 2.1(f)) together with the above-described letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent; and (ii) non-certificated Company Preferred Shares represented by book-entry, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of such book-entry Company Preferred Shares (or such other evidence, if any, of surrender with respect to such book-entry Company Preferred Shares), in each case, pursuant to such materials and instructions as contemplated by Section 2.1(c), the holder of such certificate Certificate (or book-entry share representing any Company Preferred Shares shall be entitled such Landmark Vested Options or Standard Vested Options), in exchange therefore, the amount of cash in immediately available funds which such holder has the right to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable to such holders, the Preferred Stock Consideration payable in respect of such Company Preferred the Landmark Common Shares, Landmark Vested Options, Standard Common Shares or Standard Vested Options, as the case may be, pursuant to Section 1.6(e)2.1 or Section 2.2, as applicable, and the Certificate so surrendered (or such Landmark Vested Options or Standard Vested Options, as the case may be) shall forthwith be canceled. If delivery In the event of a transfer of ownership of Landmark Common Shares or Standard Common Shares that is not registered in the transfer records of Landmark or Standard Aero, as the case may be, payment of the relevant portion of the Landmark Merger Consideration is to or the Standard Merger Consideration, as the case may be, may be made to a Person holding a Certificate or certificate representing Company Preferred Shares other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of delivery that the Certificate or certificate representing Company Preferred Shares so surrendered must is registered if the Certificate representing such Landmark Common Shares, or Standard Common Shares shall be properly endorsed or otherwise be in proper form for transfer, transfer and the Person who surrenders the Certificate or certificate representing Company Preferred Shares must provide funds for requesting such payment of shall pay any transfer or other Taxes required by reason of delivery the payment of the relevant portion of the Landmark Merger Consideration or the Standard Merger Consideration, as the case may be, to a Person other than the registered holder of the surrendered such Certificate or certificate representing Company Preferred Shares or establish to the reasonable satisfaction of the Surviving Entity Acquiror that all Taxes have such Tax has been paid or are is not applicable. (e) . Notwithstanding anything the forgoing, in this Agreement to the contraryevent that any holder of Landmark Common Shares, no fraction of a share of Parent Common Stock will be issued in connection with the MergerLandmark Vested Options, and in lieu thereof any Company stockholder who would otherwise have been entitled to a fraction of a share of Parent Common Stock, upon surrender of title to Company Standard Common Shares for exchange, shall be paid upon or Standard Vested Options delivers the Certificate(s) representing such surrender (and after taking into account and aggregating Company Landmark Common Shares represented by all Certificates, Book-Entry Shares and Restricted Stock Awards surrendered by such holder), cash (without interest) in an amount equal to the product obtained by multiplying (i) the fractional share interest to which such stockholder (after taking into account and aggregating all Company or Standard Common Shares represented by all Certificates(or, Book-Entry Shares and Restricted Stock Awards) would otherwise be entitled by (ii) the Reference Price. (f) If a Certificate or certificate representing Company Preferred Shares has been lost, stolen or destroyed, Parent and the Surviving Entity will cause the Exchange Agent to accept an affidavit of that fact by the Person claiming such Certificate or certificate representing Company Preferred Shares to be lost, stolen or destroyed instead of the Certificate; provided that the Surviving Entity may require the Person to whom any Merger Consideration is paid, as a condition precedent to the payment thereof, to give the Surviving Entity a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Entity in a manner reasonably satisfactory to the Surviving Entity against any claim that may be made against the Surviving Entity with respect to the Certificate or certificate representing Company Preferred Shares claimed to have been lost, stolen or destroyed. (g) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fundcase of holders of Landmark Vested Options or Standard Vested Options, in each case until an Option Acknowledgement) to Acquiror at the surrender of such Certificate (or affidavits of loss in lieu of the CertificatesClosing, as provided in Section 2.1(f)) with respect to the shares of Parent Common Stock issuable hereunder in accordance with this Agreement. Subject to applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.1(f)), there Acquiror shall be paid to the holder thereof, without interest, (i) pay the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and included in the Exchange Fund to which such holder is entitled pursuant in consideration therefor directly to this Agreement, and (ii) such holder at the appropriate payment dateClosing by initiating a wire transfer of immediately available funds and the Funding Amount payable to the Exchange Agent shall be reduced by such amounts. Until surrendered as contemplated by this Section 2.3, the amount of dividends or other distributions with a record date each Certificate and each Landmark Vested Option and Standard Vested Option shall be deemed at all times after the Effective Time but prior Times of the Mergers to represent only the right to receive upon such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. (h) On or promptly after the Effective Time (but in any event not later than the first payroll date after the Effective Time), Parent and/or the Surviving Entity shall pay through their payroll systems (or deliver through an alternative method) the Common Stock Consideration to which holders of Options and Restricted Stock Awards are entitled pursuant to Section 1.7(a); provided, however, that in the case of any amounts that constitute non-qualified deferred compensation under Section 409A Landmark Vested Options and Standard Vested Options, upon delivery of the Code, Parent and/or the Surviving Entity shall pay an Option Acknowledgement with respect thereto) such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code. (i) At any time which is more than one (1) year after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any portion of the Exchange Fund that had been deposited with Landmark Merger Consideration or the Exchange Agent Standard Merger Consideration, as the case may be, to which the holder of such Certificate or Landmark Vested Options or Standard Vested Options is entitled pursuant and has not been disbursed in accordance with subject to this Article II (including II. No interest and other income received by shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the Exchange Agent in respect provisions of the funds made available to it), and after the Exchange Fund has been delivered to Parent, Persons entitled to payment in accordance with this Article II shall be entitled to look solely to Parent (subject to abandoned property, escheat or similar Laws) for payment of the Merger Consideration upon surrender of the Certificates, Book-Entry Shares, certificates representing Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry held by them, without any interest thereon. Any portion of the Exchange Fund deposited with the Exchange Agent remaining unclaimed by holders of Company Common Shares five (5) years after the Effective Time shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. None of the Surviving Entity, Parent, Merger Sub, any of their respective Affiliates or the Exchange Agent will be liable to any Person entitled to payment under this Article II for any consideration which is delivered, in accordance with the terms of this Agreement, to Parent in accordance with the immediately preceding sentence or to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar LawII. (j) From and after the Effective Time, the Surviving Entity shall not record on the stock transfer books of the Company or the Surviving Entity any transfers of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or certificates representing Company Preferred Shares (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or non-certificated Company Preferred Shares represented by book-entry are presented for transfer, they shall be canceled and treated as having been surrendered for the Merger Consideration in respect of the Company Common Shares or Company Preferred Stock, as applicable, represented thereby.