Common use of Payment for Common Shares Clause in Contracts

Payment for Common Shares. (a) From and after the Effective Time, LaSalle National Bank, or such other bank or trust company as shall be mutually acceptable to Parent and the Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration pursuant to Section 2.05. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.05. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates and receiving the Merger Consideration in respect thereof. Upon the surrender of each such Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group, or the Company or their respective Subsidiaries) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, holders of Common Shares who have not theretofore complied with this Section 3.02 shall look only to the Surviving Corporation for payment of the Merger Consideration in respect thereof (subject to applicable abandoned property, escheat and similar laws), in each case, without interest or dividends thereon. (d) To the extent permitted by applicable law, (i) none of Purchaser Group, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) From and after Prior to the Effective Time, LaSalle National Bank, or such other Merger Sub will appoint a bank or trust company as shall be mutually reasonably acceptable to Parent and the Company, shall act Company as paying agent for the holders of Common Shares (the "Paying Agent") in effecting to receive and disburse the payment of the Merger Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration pursuant to Section 2.05. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration to which holders of Common Shares shall be become entitled at the Effective Time pursuant to Section 2.052.1(c). At the Effective Time, Merger Sub or Parent will provide the Paying Agent with sufficient cash to allow the Merger Consideration to be paid by the Paying Agent for each Common Share then entitled to receive the Merger Consideration (the "Payment Fund"). (b) Promptly after the Effective Time, Merger Sub or Parent will cause the Paying Agent shall to mail to each record holder of Certificates a certificate or certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) "Certificates"), a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such certificates and receiving the Merger Consideration in respect thereof. Upon effecting the surrender of each such Certificate the Certificates for payment. (i) Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly executed and completed and validly executed in accordance with the its instructions theretoand such other documents as may be reasonably requested, the Paying Agent shall pay the holder of such Certificate will be entitled to receive in exchange for such Certificate, less any required withholding of taxes, the Merger Consideration multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall will forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group, or the Company or their respective Subsidiaries) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall will be paid or accrued on the Merger Consideration. Consideration upon the surrender of the Certificates. (ii) If the Merger Consideration (payment or any portion thereof) delivery is to be delivered made to any a person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall will be a condition to such right to receive such Merger Consideration of payment or delivery that the Certificate so surrendered shall be properly endorsed endorsed, with signature properly guaranteed, or otherwise be in proper form for transfer and that the person surrendering requesting such Common Shares shall payment or delivery pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration or delivery to a person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. (iii) Subject to Section 2.2, until surrendered in accordance with the provisions of this Section 2.3(b), each Certificate (other than Certificates held by persons referred to in Section 2.1(b)) will represent for all purposes only the right to receive the Merger Consideration, without interest and less any required withholding of taxes. (c) Promptly following the date which that is 180 days six months after the Effective Time, the Paying Agent shall deliver will return to the Surviving Corporation all cash, Certificates certificates, and other documents property in its possession relating to that constitute any portion of the transactions described in this AgreementPayment Fund (including any interest received with respect thereto), and the duties of the Paying Agent's duties shall Agent will terminate. Thereafter, holders each holder of a Certificate formerly representing a Common Share or Common Shares who have not theretofore complied with this Section 3.02 shall be entitled to look only to the Surviving Corporation for payment of the Merger Consideration in respect thereof (subject to applicable abandoned property, escheat and or other similar laws)) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, in each caseneither the Parent, without interest or dividends thereon. (d) To the extent permitted by applicable law, (i) none of Purchaser GroupMerger Sub, the Surviving Corporation or nor the Paying Agent shall be liable to any person in respect holder of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if any Certificates shall not have been surrendered prior to seven (7) years after . Notwithstanding the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Purchaser Groupforegoing, the Surviving Corporation and the Paying Agent shall will be entitled to deduct and withhold receive from the consideration otherwise payable time to time all interest or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such other amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold earned with respect to the Payment Fund as such payment amounts accrue or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was madebecome available. (fd) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, Time there shall will be no registration of transfers on the stock transfer books of the Surviving Corporation of any the Common Shares which that were outstanding immediately prior to the Effective Time. If, If after the Effective Time, Certificates formerly representing Common Shares are any Certificate is presented to the Surviving Corporation or the Paying AgentCorporation, they it shall be surrendered canceled and canceled in return exchanged for the payment of the aggregate Merger Consideration relating theretoConsideration, without interest and less any required withholding taxes, as provided for, and in accordance with the procedures set forth in, this Article III, subject to applicable law in the case of Dissenting SharesII. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) From and after the Effective Time, LaSalle National Bankthe Bank of New York, or such other bank or trust company as shall be mutually acceptable to Parent and the Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration pursuant to Section 2.05. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.05. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group Partner, the purchaser, or the Company or their respective SubsidiariesCompany) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates and receiving the Merger Consideration in respect thereof. Upon the surrender of each such Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall shall, in consideration for the shares represented by such Certificates, pay the he holder of such Certificate the Merger Consideration consideration multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent, the Purchaser, or the Company or their respective SubsidiariesCompany) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form from for transfer and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the he Paying Agent that such tax has been paid or is not applicable. Promptly after he Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Dissenting Shares a notice of appraisal rights. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, holders of Common Shares who have not theretofore complied with this Section 3.02 shall look only to the Surviving Corporation for payment of the Merger Consideration in respect thereof (subject to applicable abandoned property, escheat and similar laws), in each case, without interest or dividends thereon. (d) To None of Parent, the extent permitted by applicable law, (i) none of Purchaser GroupPurchaser, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if . If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Purchaser GroupParent, the Surviving Corporation Purchaser and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants Shares such amounts as Purchaser GroupParent, the Surviving Corporation Purchaser or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) From and after Prior to the Effective Time, LaSalle National Bank, or such other the Purchaser shall designate a bank or trust company as shall be mutually reasonably acceptable to Parent and the Company, shall Company to act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares (the "Certificates") entitled to payment of the Merger Consideration Price pursuant to Section 2.052.7. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.052.7. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate Certificate, together with such a duly executed letter of transmittal duly completed and validly executed in accordance with the instructions theretoany other required documents, the Paying Agent shall shall, as soon as practicable, pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer transfer, that the signatures on the Certificate shall be properly guaranteed, and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall be required to pay the full Merger Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed in form and substance reasonably satisfactory to Parent, and the posting by such owner of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Paying Agent. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreementcontemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, holders each holder of Common Shares who have not theretofore complied with this Section 3.02 shall look only a Certificate may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), ) receive in each caseconsideration therefor the aggregate Merger Price relating thereto, without any interest or dividends thereon. (d) To . Notwithstanding the extent permitted by applicable lawforegoing, (i) none of Purchaser GroupParent, the Surviving Corporation Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if . If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental EntityEntity (as defined herein), any such the cash payment in respect of such Certificate shall, to the extent permitted by applicable law law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interest interests of any person previously entitled thereto. (ed) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (ge) If any certificate shall have been lost, stolen or destroyed, upon From and after the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEffective Time, the posting by such person a bond in such amount as holders of Certificates evidencing ownership of Common Shares outstanding immediately prior to the Surviving Corporation may direct as indemnity against Effective Time shall cease to have any claim that may be made against it rights with respect to such Common Shares except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the CertificateEffective Time, the Paying Agent shall deliver with respect to such Common Shares except to surrender such Certificates in exchange for cash pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such lost, stolen or destroyed Certificate holders may have pursuant to Section 262 of the applicable Merger Consideration with respect theretoGCL.

Payment for Common Shares. (a) From and after the Effective Time, LaSalle National BankChemical Mellon Shareholder Services, L.L.C. or such other bank or trust company as shall be mutually acceptable to Parent and the Company, Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration Price pursuant to Section 2.052.07. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.052.07. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent - 11 - 12 or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, holders of Common Shares who have not theretofore complied with this Section 3.02 shall look only to the Surviving Corporation for payment of the Merger Consideration in respect thereof (subject to applicable abandoned property, escheat and similar laws), in each case, without interest or dividends thereon. (d) To the extent permitted by applicable law, (i) none of Purchaser Group, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) From and after Prior to the Effective Time, LaSalle National Bank, or such other the Purchaser shall designate a bank or trust company as shall be mutually reasonably acceptable to Parent and the Company, shall Company to act as paying agent (the "Paying AgentPAYING AGENT") in effecting the payment of the Merger Consideration Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares (the "CERTIFICATES") entitled to payment of the Merger Consideration Price pursuant to Section 2.052.7. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.052.7. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate Certificate, together with such a duly executed letter of transmittal duly completed and validly executed in accordance with the instructions theretoany other required documents, the Paying Agent shall shall, as soon as practicable, pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer transfer, that the signatures on the Certificate shall be properly guaranteed, and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall be required to pay the full Merger Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed in form and substance reasonably satisfactory to Parent, and the posting by such owner of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Paying Agent. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreementcontemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, holders each holder of Common Shares who have not theretofore complied with this Section 3.02 shall look only a Certificate may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), ) receive in each caseconsideration therefor the aggregate Merger Price relating thereto, without any interest or dividends thereon. (d) To . Notwithstanding the extent permitted by applicable lawforegoing, (i) none of Purchaser GroupParent, the Surviving Corporation Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if . If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental EntityEntity (as defined herein), any such the cash payment in respect of such Certificate shall, to the extent permitted by applicable law law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interest interests of any person previously entitled thereto. (ed) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (ge) If any certificate shall have been lost, stolen or destroyed, upon From and after the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEffective Time, the posting by such person a bond in such amount as holders of Certificates evidencing ownership of Common Shares outstanding immediately prior to the Surviving Corporation may direct as indemnity against Effective Time shall cease to have any claim that may be made against it rights with respect to such Common Shares except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the CertificateEffective Time, the Paying Agent shall deliver with respect to such Common Shares except to surrender such Certificates in exchange for cash pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such lost, stolen or destroyed Certificate holders may have pursuant to Section 262 of the applicable Merger Consideration with respect theretoGCL.

Payment for Common Shares. (a) From and after the Effective Time, LaSalle National Bank, The Bank of New York or such other bank or trust company as shall be mutually acceptable to Parent and the Company, Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration Price pursuant to Section 2.052.07. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.052.07. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall be required to pay the full Merger Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed in form and substance reasonably satisfactory to Parent and the posting by such owner of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Paying Agent. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, holders each holder of Common Shares who have not theretofore complied with this Section 3.02 shall look only a Certificate may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), ) receive in each caseconsideration therefor the aggregate Merger Price relating thereto, without any interest or dividends thereon. (d) To . Notwithstanding the extent permitted by applicable lawforegoing, (i) none of Purchaser GroupParent, the Surviving Corporation Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if . If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity), any such the cash payment in respect of such Certificate shall, to the extent permitted by applicable law law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interest interests of any person previously entitled thereto. (ed) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) At Closing, the Parent or the Purchaser will deposit, or cause to be deposited, in trust with such bank or trust company as is mutually acceptable to the Parent and the Company (the "PAYING AGENT") the aggregate Merger Price to which holders of Common Shares will be entitled at the Effective Time pursuant to Section 1.4. On the Closing Date, the Paying Agent will invest the funds deposited with it pursuant to this Section in money market securities or similar type investments as the Parent may direct. From and after the Effective Time, LaSalle National Bank, or such other bank or trust company as shall be mutually acceptable to Parent and the Company, shall act as paying agent (the "Paying Agent") in effecting Agent will effect the payment of the Merger Consideration Price in respect of certificates (the "CertificatesCERTIFICATES") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration Price pursuant to Section 2.05. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.051.4. (b) Promptly after the Effective Time, the Paying Agent shall will mail to each record holder of Certificates that immediately prior to as of the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) Time, a form of letter of transmittal approved by the Parent which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate together with such a properly completed and executed letter of transmittal duly completed and validly executed in accordance with the instructions theretotransmittal, the Paying Agent shall will pay to the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall will forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and or Certificates representing Common Shares held by Purchaser Groupthe Parent or the Purchaser, any wholly owned subsidiary of the Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company) shall will represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall will be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall will be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall Certificate will pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. (c) Promptly after the Surviving Corporation's request therefor made at any time following the date which is 180 days after the Effective Time, the Paying Agent shall will deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and upon such delivery the Paying Agent's duties shall will terminate. Thereafter, holders each holder of Common Shares who have not theretofore complied with this Section 3.02 shall look only a Certificate may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), ) receive in each caseconsideration therefor the aggregate Merger Price relating thereto, without any interest or dividends thereon. (d) To . Notwithstanding the extent permitted by applicable lawforegoing, (i) none of Purchaser Groupthe Parent, the Surviving Corporation Purchaser, the Company or the Paying Agent shall will be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (ed) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall will be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall will be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (ge) If In the event any certificate Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate Certificate(s) to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificatedestroyed, the Paying Agent shall deliver will disburse the Merger Price payable in exchange for respect of the Common Shares represented by such lost, stolen or destroyed Certificate Certificates. (f) The Purchaser shall be entitled to deduct and withhold, or cause the Paying Agent to deduct and withhold, from the Merger Price payable to a holder of Common Shares pursuant to the Merger any such amounts as are required under the Internal Revenue Code of 1986, as amended (the "CODE"), or any applicable Merger Consideration with provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Purchaser or Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares in respect theretoof which such deduction and withholding was made by the Purchaser. (g) If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Purchaser or the Company or otherwise carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Purchaser or the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of the Purchaser or the Company, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Payment for Common Shares. (a) From and after the Effective Time, LaSalle National Bank, or such other bank or trust company as shall be mutually acceptable to Parent and the Company, Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration Price pursuant to Section 2.052.7. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.052.7. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, holders each holder of Common Shares who have not theretofore complied with this Section 3.02 shall look only a Certificate may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), ) receive in each caseconsideration therefor the aggregate Merger Price relating thereto, without any interest or dividends thereon. (d) To . Notwithstanding the extent permitted by applicable lawforegoing, (i) none of Purchaser GroupParent, the Surviving Corporation Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if . If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental EntityEntity (as hereinafter defined), any such the cash payment in respect of such Certificate shall, to the extent permitted by applicable law law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interest interests of any person previously entitled thereto. (ed) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) From and after Prior to the Effective Time, LaSalle National Bank, or such other Merger Sub will appoint a bank or trust company as shall be mutually reasonably acceptable to Parent and the Company, shall act Company as paying agent for the holders of Common Shares (the "Paying Agent") in effecting to receive and disburse the payment of the Merger Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration pursuant to Section 2.05. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration to which holders of Common Shares shall be become entitled at pursuant to SECTION 2.1(C). At the Effective Time pursuant Time, Merger Sub or Parent will provide the Paying Agent with sufficient cash to Section 2.05allow the Merger Consideration to be paid by the Paying Agent for each Common Share then entitled to receive the Merger Consideration (the "Payment Fund"). (b) Promptly after the Effective Time, Merger Sub or Parent will cause the Paying Agent shall to mail to each record holder of Certificates a certificate or certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) "Certificates"), a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such certificates and receiving the Merger Consideration in respect thereof. Upon effecting the surrender of each such Certificate the Certificates for payment. (i) Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly executed and completed and validly executed in accordance with the its instructions theretoand such other documents as may be reasonably requested, the Paying Agent shall pay the holder of such Certificate will be entitled to receive in exchange for such Certificate, less any required withholding of taxes, the Merger Consideration multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall will forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group, or the Company or their respective Subsidiaries) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall will be paid or accrued on the Merger Consideration. Consideration upon the surrender of the Certificates. (ii) If the Merger Consideration (payment or any portion thereof) delivery is to be delivered made to any a person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall will be a condition to such right to receive such Merger Consideration of payment or delivery that the Certificate so surrendered shall be properly endorsed endorsed, with signature properly guaranteed, or otherwise be in proper form for transfer and that the person surrendering requesting such Common Shares shall payment or delivery pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration or delivery to a person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. (iii) Subject to SECTION 2.2, until surrendered in accordance with the provisions of this SECTION 2.3(B), each Certificate (other than Certificates held by persons referred to in SECTION 2.1(B)) will represent for all purposes only the right to receive the Merger Consideration, without interest and less any required withholding of taxes. (c) Promptly following the date which that is 180 days six months after the Effective Time, the Paying Agent shall deliver will return to the Surviving Corporation all cash, Certificates certificates, and other documents property in its possession relating to that constitute any portion of the transactions described in this AgreementPayment Fund (including any interest received with respect thereto), and the duties of the Paying Agent's duties shall Agent will terminate. Thereafter, holders each holder of a Certificate formerly representing a Common Share or Common Shares who have not theretofore complied with this Section 3.02 shall be entitled to look only to the Surviving Corporation for payment of the Merger Consideration in respect thereof (subject to applicable abandoned property, escheat and or other similar laws)) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, in each caseneither the Parent, without interest or dividends thereon. (d) To the extent permitted by applicable law, (i) none of Purchaser GroupMerger Sub, the Surviving Corporation or nor the Paying Agent shall be liable to any person in respect holder of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if any Certificates shall not have been surrendered prior to seven (7) years after . Notwithstanding the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Purchaser Groupforegoing, the Surviving Corporation and the Paying Agent shall will be entitled to deduct and withhold receive from the consideration otherwise payable time to time all interest or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such other amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold earned with respect to the Payment Fund as such payment amounts accrue or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was madebecome available. (fd) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, Time there shall will be no registration of transfers on the stock transfer books of the Surviving Corporation of any the Common Shares which that were outstanding immediately prior to the Effective Time. If, If after the Effective Time, Certificates formerly representing Common Shares are any Certificate is presented to the Surviving Corporation or the Paying AgentCorporation, they it shall be surrendered canceled and canceled in return exchanged for the payment of the aggregate Merger Consideration relating theretoConsideration, without interest and less any required withholding taxes, as provided for, and in accordance with the procedures set forth in, this Article III, subject to applicable law in the case of Dissenting SharesARTICLE II. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) From and after Prior to the Effective Time, LaSalle National Bank, or such other Purchaser shall designate a bank or trust company as shall be mutually reasonably acceptable to Parent and the Company, shall Company to act as paying agent (the "Paying AgentPAYING AGENT") in effecting the payment of the Merger Consideration Offer Price in respect of certificates (the "Certificates") that, immediately prior to the Effective Time, represented represent Common Shares (the "CERTIFICATES") entitled to payment of the Merger Consideration Offer Price pursuant to Section 2.052.7. At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust trust, upon terms (including as to the release of such funds to holders of Common Shares upon consummation of the Merger) reasonably acceptable to the Company, with the Paying Agent the aggregate Merger Consideration Offer Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.052.7. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Offer Price in respect thereof. Upon the surrender of each such Certificate Certificate, together with such a duly executed letter of transmittal duly completed and validly executed in accordance with the instructions theretoany other required documents, the Paying Agent shall shall, as soon as practicable, pay the holder of such Certificate an amount equal to the Merger Consideration product of (x) the Offer Price multiplied by (y) the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent or Purchaser, any wholly owned Subsidiary of Parent or Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Offer Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationOffer Price. If the Merger Consideration Offer Price (or any portion thereof) is to be delivered to any person individual, corporation, trust, association, unincorporated association, estate, partnership, joint venture, limited liability company, Governmental Entity (as defined in Section 4.1) or other legal entity (each, a "PERSON"), other than the person Person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Offer Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer transfer, that the signatures on the Certificate shall be properly guaranteed, and that the person Person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration Offer Price to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has Taxes have been paid or is are not applicable. In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall be required to pay the full Offer Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed in form and substance reasonably satisfactory to Parent, and the posting by such owner of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Paying Agent. (c) Promptly following the date which is 180 120 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreementcontemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, holders each holder of Common Shares who have not theretofore complied with this Section 3.02 shall look only a Certificate may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), Applicable Law) receive in each caseconsideration therefor the aggregate Offer Price relating thereto, without any interest or dividends thereon. (d) To , except as required under Applicable Law. Notwithstanding the extent permitted by applicable lawforegoing, (i) none of Purchaser GroupParent, Purchaser, the Surviving Corporation Company or the Paying Agent shall be liable to any person Person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if Applicable Law. If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity), any such the cash payment in respect of such Certificate shall, to the extent permitted by applicable law Applicable Law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interest interests of any person Person previously entitled thereto. (ed) Purchaser GroupImmediately prior to the Effective Time, the Surviving Corporation and stock transfer books of the Paying Agent Company shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Sharesclosed, Options or Warrants such amounts as Purchaser Groupand, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Offer Price relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (ge) If From and after the Effective Time, the holders of Certificates evidencing ownership of Common Shares outstanding immediately prior to the Effective Time shall cease to have any certificate rights with respect to such Common Shares except as otherwise provided herein or by Applicable Law. Such holders shall have been lostno rights, stolen after the Effective Time, with respect to such Common Shares except to surrender such Certificates in exchange for the Offer Price pursuant to this Agreement or destroyedto perfect any rights of appraisal as a holder of Dissenting Shares that such holders may have pursuant to Section 262 of the DGCL. (f) Each of Parent, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationPurchaser, the posting by such person a bond in such amount as Paying Agent and the Surviving Corporation may direct shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder Common Shares such amounts as indemnity against any claim that may be made against it is required to deduct and withhold with respect to the Certificatemaking of such payment under the Internal Revenue Code of 1986, as amended, and any successor thereto (the "CODE") and the rules and regulations promulgated thereunder, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by Parent, Surviving Corporation, Purchaser or Paying Agent Agent, as the case may be, such withheld amounts shall deliver be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares in exchange for respect of which such lostdeduction and withholding was made by Parent, stolen Surviving Corporation, Purchaser or destroyed Certificate Paying Agent, as the applicable Merger Consideration with respect theretocase may be.

Payment for Common Shares. (a) From and after the Effective Time, LaSalle National Bank, NationsCredit or such other bank or trust company as shall be mutually acceptable to Parent and the Company, Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration Price pursuant to Section 2.051.07. At the Effective Time, Parent or the Purchaser Merger Sub shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.051.07. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group Parent or the Merger Sub, any wholly-owned subsidiary of Parent or the Merger Sub, in the treasury of the Company or their respective Subsidiariesby any wholly-owned subsidiary of the Company) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented rep- resented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent or the Merger Sub, any wholly owned subsidiary of Parent or the Merger Sub, in the treasury of the Company or their respective Subsidiariesby any wholly-owned subsidiary of the Company) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicableapplica- ble. (c) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, holders each holder of a Certificate formerly representing a Common Shares who have not theretofore complied with this Section 3.02 shall look only Share may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), ) receive in each caseconsideration therefor the aggregate Merger Price relating thereto, without any interest or dividends thereon. (d) To the extent permitted by applicable law, (i) none of Purchaser Group, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article IIIII, subject to applicable law in the case of Dissenting Shares. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.

Payment for Common Shares. (a) From and after the Effective Time, LaSalle National Bank, or such other bank or trust company as shall be mutually acceptable to Parent and the Company, Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Consideration Price pursuant to Section 2.05. 2.7. (b) At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.05. (b) 2.7. Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser Group or the Company or their respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such certificates Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by Purchaser GroupParent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or their respective Subsidiariesby any wholly owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. (c) Promptly following the date which is 180 days after the Effective effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, holders each holder of Common Shares who have not theretofore complied with this Section 3.02 shall look only a Certificate may surrender such Certificate to the Surviving Corporation for payment of the Merger Consideration in respect thereof and (subject to applicable abandoned property, escheat and similar laws), ) receive in each caseconsideration therefor the aggregate Merger Price relating thereto, without any interest or dividends thereon. (d) To . Notwithstanding the extent permitted by applicable lawforegoing, (i) none of Purchaser GroupParent, the Surviving Corporation Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if . If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental EntityEntity (as hereinafter defined), any such the cash payment in respect of such Certificate shall, to the extent permitted by applicable law law, become the property of Parentthe Surviving Corporation, free and clear of all claims or interest interests of any person previously entitled thereto. (ed) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any 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 holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.