Common use of Payment for Company Common Stock Clause in Contracts

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust Company, LLC (or such other nationally recognized exchange agent agreed to between Parent and the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement, and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and in any event no later than one (1) Business Day after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment therefor. Upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)), together with a properly executed letter of transmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or the Surviving Corporation, as applicable, with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (e) If any Company Stock Certificate shall have been lost, stolen, or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (f) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares if the Company Stock Certificate (if applicable) previously representing such shares is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes relating to such transfer have been paid or is not payable. (g) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration in accordance with this Section 3.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares. (h) The Surviving Corporation shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (i) Each of the Surviving Corporation, Parent, and Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. To the extent that any Taxes are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes shall be treated for purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust Company, LLC (or such other nationally recognized exchange agent agreed to between Parent and the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement, and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and in any event no later than one (1) Business Day after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal ​ (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment therefor. Upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)), together with a properly executed letter of transmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or the Surviving Corporation, as applicable, with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand.. ​ (e) If any Company Stock Certificate shall have been lost, stolen, or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (f) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares if the Company Stock Certificate (if applicable) previously representing such shares is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes relating to such transfer have been paid or is not payable. (g) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration in accordance with this Section 3.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares. (h) The Surviving Corporation shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (i) Each of the Surviving Corporation, Parent, and Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. To the extent that any Taxes are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes shall be treated for purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made.. ​

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust Companyshall, LLC (or such other at its own cost and expense, designate and enter into a customary paying agent agreement with a nationally recognized exchange agent agreed financial institution that is organized and doing business under the Laws of the United States, the identity of which to between Parent and the Company) to act as paying agent with respect be reasonably acceptable to the Merger Company (the “Paying Agent”) and Computershare Limited ), to act as rights paying agent (for the payment of the Merger Consideration as provided in such capacity, the “Rights Agent”) with respect Section 2.5(a)(i). At or prior to the CVR AgreementEffective Time, and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent an amount in cash amounts sufficient to enable pay the aggregate Merger Consideration pursuant to Section 2.5(a)(i) (the “Payment Fund”). The Payment Fund shall be invested by the Paying Agent if and as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to make payments the holders of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders shares of Company Common Stock outstanding immediately prior entitled to the Effective Time. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration; provided, however, that no such investment or loss thereon shall relieve Parent from making the payments required by this Article 2 or affect the amounts payable to the holders of the shares of Company Common Stock pursuant to Section 2.5(a)(i), and to the extent of any such losses, Parent shall promptly replace or restoreshall, or shall cause the Surviving Corporation to, promptly fund additional cash amounts to be replaced or restored, the lost portion Paying Agent sufficient to enable payment of such fund so as to ensure that it isamounts, at all timestaking into account any payments already made from the Payment Fund. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, maintained at a level sufficient to make and no part of such payments. For the avoidance of doubt, Parent earnings shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant accrue to the terms benefit of the CVR Agreementholders of shares of Company Common Stock or any other Person. (b) Promptly after the Effective Time, and in any event no later than one (1) Business Day As promptly as reasonably practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail send to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock Certificates described in Section 3.5 2.5(a) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.5(a)(i) (i) a form of letter of transmittal in form reasonably satisfactory to the Company (mutually approved by Parent and the Company) and instructions for use in effecting the surrender which shall specify that delivery of Company Stock Certificates or Book Entry Shares previously representing such shares shall be effected, and risk of Company Common Stock in exchange for payment therefor. Upon surrender loss and title to the Paying Agent of each such Company Stock Certificate or Book Entry Share Certificates will pass only upon proper delivery of the Company Stock Certificates (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)2.11) to the Paying Agent, and which shall be in the form and have such other customary provisions as are reasonably acceptable to Parent and the Company) and (ii) instructions in form reasonably satisfactory to Parent and the Company for use in effecting the surrender of such Company Stock Certificates that immediately prior to the Effective Time represented Company Common Stock in exchange for payment therefor. (c) Upon surrender to the Paying Agent of each such Company Stock Certificate (or affidavits of loss in lieu of such Company Stock Certificate pursuant to Section 2.11), together with a properly duly completed and validly executed letter of transmittaltransmittal in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f2.6(e), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry ShareCertificate) shall promptly receive in exchange therefor, and Parent shall use reasonable best efforts to cause the Paying Agent to pay in deliver in exchange therefor as promptly as reasonably practicable, cash in an amount equal to the Merger Consideration for each share multiplied by the number of shares of Company Common Stock formerly represented by such Company Stock Certificate pursuant to Section 2.5(a)(i), and the Company Stock Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Company Stock Certificates (or affidavits of loss in lieu thereof) and make such payments and deliveries in respect of any Company Stock Certificates or Book Entry Share pursuant Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to Section 3.5. Exchange of any Book Entry Shares shall be effected effect an orderly exchange thereof in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entryprocedures. No interest shall be paid or accrued on for the cash payable upon the surrender or transfer benefit of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares holders of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior on the cash Merger Consideration payable pursuant to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no . No holder of Book-Book Entry Shares held through the DTC will shall be required to provide deliver a Company Stock Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that Merger Consideration to which such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request2.5(a)(i). (d) On or after the twelve first (121st) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.62.6, and thereafter such holders shall be entitled to look only to Parent or the Surviving Corporation, Corporation as applicable, with respect to the cash amounts payable upon surrender a general creditor thereof for payment of their Company Stock Certificates or Book Entry Sharesclaims for Merger Consideration. Neither None of Parent, Merger Sub, the Company, the Paying Agent nor or the Surviving Corporation shall be liable to any holder Person in respect of a Company Stock Certificate any Merger Consideration or Book Entry Share for any other amount properly paid delivered to a Governmental Entity or other public official pursuant to any applicable abandoned property property, escheat or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable similar Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (e) If any Company Stock Certificate shall have been lost, stolen, or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (f) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment of the appropriate amount of Merger Consideration may be made with respect to such shares of Company Common Stock to a transferee of such shares if Person other than the Person in whose name the Company Stock Certificate (or Book Entry Share so surrendered is registered, if applicable) such Company Stock Certificate previously representing such shares Company Common Stock is presented to the Paying AgentAgent and is properly endorsed or otherwise in proper form for transfer or, in the case of a Book Entry Share, such Book Entry Share shall be properly transferred, and is accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes relating to such transfer have been paid (or such transferee Person shall have established to the satisfaction of Parent that such Tax has been paid or is not payableapplicable). (gf) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. Ifclosed, and from and after the Effective Time, a valid there shall be no registration of transfers on the stock transfer books of the Company Stock Certificate representing or the Surviving Corporation of any shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into Time. If, after the right to receive the Merger Consideration in accordance with this Section 3.6Effective Time, is any valid Company Stock Certificates or Book Entry Shares are presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Shares shall be canceled and shall be exchanged as provided in this Section 3.6. All 2.6 and converted into the right to receive the Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares this Section 2.6 for each share of Company Common Stock formerly represented by such Certificate Company Stock Certificates or Book Entry Shares. (h) The Surviving Corporation shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (i) Each of the Surviving Corporation, Parent, and Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. To the extent that any Taxes are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes shall be treated for purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust CompanyCo., LLC (or such other nationally recognized exchange agent agreed to between Parent and the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement), and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and in any event no later than one Within two (12) Business Day Days after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment therefor. Upon Parent shall ensure that, upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)3.12), together with a properly executed letter of transmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f3.6(e), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month first anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or and the Surviving Corporation, as applicable, Corporation with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (ed) If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, stolen or destroyed (or such other replacement requirements reasonably established by the Paying Agent)destroyed, Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, stolen or destroyed Company Stock Certificate the Merger Consideration cash amount payable in respect thereof pursuant to this Agreement. (fe) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares Company Common Stock if the Company Stock Certificate (if applicable) previously representing such shares Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes taxes relating to such transfer have been paid or is not payablepaid. (gf) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing Certificate, which shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration in accordance with this Section 3.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares. (hg) The Surviving Corporation shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (i) Each of the Surviving Corporation, Parent, and Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. To the extent that any Taxes are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes shall be treated for purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made.

Payment for Company Common Stock. In-the-Money Options and In-the-Money Warrants. (a) Prior to the Effective Time, Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company to act as exchange and paying agent, registrar and transfer agent (the “Agent”) for the purpose of (i) Parent shall appoint American Stock Transfer & Trust Companyexchanging certificates representing, LLC (or such other nationally recognized exchange agent agreed to between Parent and the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement, and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior to the Effective Time, Company Common Stock for the applicable portion of the Merger Consideration, (ii) making payment of the aggregate In-the-Money Option Consideration in exchange for the cancellation of all In-the-Money Options and (iii) making payment of the aggregate In-the-Money Warrant Consideration in exchange for termination of all In-the-Money Warrants. Such fund Within two business days after the Effective Time, Parent shall deposit, or cause to be deposited, in trust with the Agent for the benefit of the holders of shares of Company Common Stock, In-the-Money Options and In-the-Money Warrants, cash in an aggregate amount equal to the Merger Consideration multiplied by the number of shares of Company Common Stock outstanding, plus the aggregate amount of In-the-Money Option Consideration, plus the aggregate amount of In-the-Money Warrant Consideration (such amount being hereinafter referred to as the “Payment Fund”). For purposes of determining the aggregate amount of cash to be deposited by Parent pursuant to this Section 00, Parent shall assume that no holder of shares of Company Common Stock will perfect their right to appraisal or demand purchase of their shares of Company Common Stock under Delaware Law or California Law, respectively. The Agent shall, pursuant to instructions provided by Parent, make the payments provided for in Section 1.7, 1.8 and 1.9 of this Agreement out of the Payment Fund (it being understood that any and all interest earned on funds made available to the Agent pursuant to this Agreement shall be turned over to the party depositing such funds with the Agent). The Payment Fund shall not be used for any other purpose other than except as expressly set forth provided in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and in any event no later than one (1) Business Day after the Effective Time, Parent and or the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, holder of record of a certificate or certificates (“Certificates”) that immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such Time represented outstanding shares of Company Common Stock that were converted into the right to receive a portion of the Merger Consideration under Section 1.7 and to each holder of Dissenting Shares (i) a notice of the effectiveness of the Merger, (ii) a letter of transmittal in exchange customary form (that 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 Agent and shall contain such other provisions as Parent or the Surviving Corporation may reasonably specify), (iii) instructions for payment thereforuse in surrendering such Certificates and receiving the applicable portion of the Merger Consideration in respect thereof and (iv) such notification as may be required under Delaware Law and California Law to be given to the holders of Dissenting Shares. Upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e))a Certificate, together with a properly executed such letter of transmittaltransmittal duly executed and completed in accordance with the instructions thereto, the holder of such Company Stock Certificate or Book Entry Share (orshall be entitled to receive, under the circumstances described in Section 3.6(f), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected therefor, cash in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior an amount equal to the Effective Time, each product of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares formerly represented by such Certificate and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash AmountMerger Consideration, which amounts shall be paid by Agent by check or wire transfer in accordance with the instructions provided by such holder. Notwithstanding anything No interest or dividends will be paid or accrued on the consideration payable upon the surrender of any Certificate. If the consideration provided for herein is to be delivered in the name of a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of such delivery that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such delivery shall pay any transfer or other taxes required by reason of such delivery to a person other than the registered holder of the Certificate, or that such person shall establish to the contrary in this Agreement, no holder satisfaction of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment Surviving Corporation that such holder tax has been paid or is entitled not applicable. Until surrendered in accordance with the provisions of this Section 1.11(b), each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to receive be canceled pursuant to Section 3.5; provided1.7(b)) shall represent, howeverfor all purposes, that such holders of Book-Entry Shares may be required only the right to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver receive an amount in cash equal to the Surviving Corporation any funds made available Merger Consideration multiplied by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or the Surviving Corporation, as applicable, with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders number of shares of Company Common Stock immediately prior to formerly evidenced by such time when the amounts would otherwise escheat to Certificate without any interest or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demanddividends thereon. (ec) If any Company Stock Certificate The consideration issued upon the surrender of Certificates in accordance with this Agreement shall be deemed to have been lost, stolen, or destroyed, then, upon the making issued in full satisfaction of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (f) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect all rights pertaining to such shares of Company Common Stock to a transferee of such shares if the Company Stock Certificate (if applicable) previously representing such shares is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes relating to such transfer have been paid or is not payable. (g) At formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer Surviving Corporation of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into Time. If, after the right to receive the Merger Consideration in accordance with this Section 3.6Effective Time, is Certificates are presented to the Paying Agent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate they shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon Article 1. (d) Any portion of the surrender Payment Fund (including any amounts that may be payable to the former stockholders of Certificates or transfer of Book Entry Shares the Company in accordance with the terms hereof of this Agreement) which remains unclaimed by the former stockholders of the Company upon the 180th day immediately following the Closing Date shall be deemed returned to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not theretofore complied with this Article 1 shall, subject to the remainder of this Section 1.11(d), thereafter look to the Surviving Corporation only as general unsecured creditors thereof for payment of any Merger Consideration, without any interest or dividends thereon, that may be payable in respect of each share of Company Common Stock held by such stockholder. Following the Closing, the Agent shall retain the right to invest and reinvest the Payment Fund on behalf of the Surviving Corporation in securities listed or guaranteed by the United States government or certificates of deposit of commercial banks that have, or are members of a group of commercial banks that has, consolidated total assets of not less than $500,000,000 and the Surviving Corporation shall receive the interest earned thereon. None of Merger Sub, the Company or Agent shall be liable to a holder of Certificates or any other person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been paid surrendered upon the seventh anniversary of the Closing Date (or immediately prior to such earlier date on which any Merger Consideration, dividends (whether in full satisfaction of all rights pertaining cash, stock or property) or other distributions with respect to the shares of Company Common Stock formerly represented by in respect of such Certificate would otherwise escheat to or Book Entry Shares. become the property of any Governmental Entity (has defined in Section 2.2(c)) The Surviving Corporation shall bear and pay all charges and expensesany such shares, including those cash, dividends or distributions in respect of such Certificate shall, to the Paying Agentextent permitted by applicable law, incurred in connection with become the payment for shares of Company Common Stock. (i) Each property of the Surviving Corporation, Parentfree and clear of all claims or interests of any person previously entitled thereto. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance acceptable to the Surviving Corporation) of that fact by the person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of 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 such Certificate, the Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Sub Consideration deliverable in respect thereof pursuant to this Agreement. (f) Each of the Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) consideration otherwise payable pursuant to this Agreement or the CVR Agreement to any former holder of shares of Company Common Stock, Company OptionsIn-the-Money Options or In-the-Money Warrants pursuant to this Agreement such amounts as may be required to be deducted or withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or Company Restricted Stock Awards as it is required by any applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding provision of state, local or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholdingforeign tax law. To the extent that any Taxes amounts are so deducted or withheld and timely paid over to the appropriate Governmental Entitytaxing authority by Agent, the Surviving Corporation or Parent, such deducted and withheld Taxes amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which person to whom such deduction and withholding was madeamounts would otherwise have been paid.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust Company, LLC Computershare Inc. to act as paying agent (or such other nationally recognized exchange paying agent agreed to between Parent and the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement), and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and in any event no later than one (1) Business Day after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment therefor. Upon Parent shall ensure that, upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e3.6(d)), together with a properly executed letter of transmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f3.6(e), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC On or its nominees on after the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month anniversary of the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation Parent any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or and the Surviving Corporation, as applicable, Corporation with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (ed) If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, stolen or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, stolen or destroyed Company Stock Certificate the Merger Consideration cash amount payable in respect thereof pursuant to this Agreement. (fe) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares Company Common Stock if the Company Stock Certificate (if applicable) previously representing such shares Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer transfer. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.6, each Company Stock Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence that any represent only the right to receive the applicable Merger Consideration. If the payment of the Offer Price or Merger Consideration is to be made to a Person other than the Person in whose name the shares of Company Common Stock are registered on the stock transfer books of the Company, it shall be a condition of payment that the Person requesting such payment shall have paid all Transfer Taxes relating required by reason of the payment of the Offer Price or Merger Consideration to a Person other than the registered holder of the shares of Company Common Stock tendered or surrendered, or shall have established to the satisfaction of the Parent that such transfer Taxes either have been paid or is are not payableapplicable. (gf) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing Certificate, which shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration in accordance with this Section 3.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares. (hg) The Surviving Corporation shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (ih) Each of the Company, Surviving Corporation, Parent, Parent and Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) amounts payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common StockAgreement, Company Options, or Company Restricted Stock Awards Taxes as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such any holders of shares of Company Common Stock, Company Options or Company RSUs to obtain any affidavits, certificates, certificates and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. Each such withholding agent shall take all actions that may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate Governmental Entity. To the extent that any Taxes are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes shall be treated for purposes of this Agreement as having been paid to the holder of Company Common Stock such Person in respect of which such deduction and withholding was made.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust Company, LLC select a reputable bank or trust company (or such other nationally recognized exchange agent agreed that is reasonably satisfactory to between Parent and the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) ). At or immediately prior to the Effective Time, and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) except with respect to the CVR Agreement, and Merger Consideration payable pursuant to Company Compensatory Awards (iiwhich are governed by Section 2.7(e)) (i) Parent shall deposit, or shall cause to be deposited, with the Paying Agent (A) cash amounts sufficient to enable the Paying Agent to make payments to which holders of Shares are entitled at the Effective Time pursuant to Section 2.5 less (B) the Pre-Closing Acquisitions Payment, and (ii) each of the Subsidiaries of the Company that received any portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable Pre-Closing Acquisitions Payment shall pay in respect cash such portion of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior Pre-Closing Acquisitions Payment to the Effective Time. Such fund Company, and the Company shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restoredeposit, or shall cause to be replaced or restoreddeposited, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Paying Agent unless and until such deposit is required pursuant a cash amount equal to the terms of the CVR AgreementPre-Closing Acquisitions Payment. (b) Promptly after the Effective Time, and in any event no later than one (1) Within two Business Day Days after the Effective Time, Parent and the Surviving Corporation Entity shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 2.5 a form of letter of transmittal (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment therefor. Upon Parent shall ensure that, upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)2.11), together with a properly executed letter of transmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f2.6(e), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share amount of Company Common Stock formerly represented by cash to which such Company Stock Certificate holder (or Book Entry Share transferee) is entitled pursuant to Section 3.52.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month first anniversary of the Effective Time, the Surviving Corporation Entity shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation Entity any funds made available by Parent or the Company (pursuant to Section 2.6(a)) to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6Shares, and thereafter such holders shall be entitled to look to Parent or and the Surviving Corporation, as applicable, Entity with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation Entity shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (ed) If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, stolen or destroyed (or such other replacement requirements reasonably established by the Paying Agent)destroyed, Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, stolen or destroyed Company Stock Certificate the Merger Consideration cash amount payable in respect thereof pursuant to this Agreement. (fe) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares Company Common Stock if the Company Stock Certificate (if applicable) previously representing such shares Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes taxes relating to such transfer have been paid or is not payablepaid. (g) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration in accordance with this Section 3.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares. (hf) The Surviving Corporation Entity shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (i) Each of the Surviving Corporation, Parent, and Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. To the extent that any Taxes are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes shall be treated for purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made.

Payment for Company Common Stock. In-the-Money Options and In-the-Money Warrants. (a) Prior to the Effective Appointment Time, Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company to act as exchange and paying agent, registrar and transfer agent (the “Agent”) for the purpose of (i) Parent shall appoint American Stock Transfer & Trust Company, LLC (or such other nationally recognized exchange agent agreed to between Parent and paying as promptly as practicable after the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement, and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments expiration date of the portion of the aggregate Merger Consideration payable pursuant to Offer (as it may be extended in accordance with Section 3.5 payable in respect of the Common Cash Amount to holders 1.2(c)) for all shares of Company Common Stock outstanding validly tendered and not withdrawn pursuant to the Offer, (ii) exchanging certificates representing, immediately prior to the Effective Time, Company Common Stock for the applicable Merger Consideration, (iii) making payment as promptly as practicable following the Appointment Time of the aggregate In-the-Money Option Consideration in exchange for the cancellation of all In-the-Money Options and (iv) making payment as promptly as practicable following the Appointment Time of the aggregate In-the-Money Warrant Consideration in exchange for termination of all In-the-Money Warrants; provided, however, in the case of In-the-Money Options and In-the-Money Warrants held by employees of the Company, Parent shall have the option of making payment of the applicable In-the-Money Option Consideration and the applicable In-the-Money Warrant Consideration to such employees through the Company’s payroll, in lieu of the Agent. Such fund Within two (2) Business Days after the Appointment Time, Parent shall deposit, or cause to be deposited, in trust with the Agent for the benefit of the tendering holders of Company Common Stock and the holders of In-the-Money Options and In-the-Money Warrants, as applicable, cash in an amount equal to the sum of (i) the product of (A) the number of shares of Company Common Stock accepted for payment by Merger Sub pursuant to the Offer and (B) the Offer Price, (ii) the aggregate In-the-Money Option Consideration then payable, and (iii) the aggregate In-the-Money Warrant Consideration then payable, such amount subject to Parent’s option to make payment through the Company’s payroll as set forth in the immediately preceding sentence (such amount being hereinafter referred to as the “Option Payment Fund”). Within two (2) Business Days after the Effective Time, Parent shall deposit, or cause to be deposited, in trust with the Agent for the benefit of the holders of shares of Company Common Stock cash in an amount equal to the product of (x) the Merger Consideration, and (y) the number of shares of Company Common Stock then outstanding (together with the Option Payment Fund, all such amounts being hereinafter referred to as the “Payment Fund”). For purposes of determining the aggregate amount of cash to be deposited by Parent pursuant to this Section 2.10(a), Parent shall assume that no holder of shares of Company Common Stock will perfect their right to appraisal of their shares of Company Common Stock under Delaware Law. The Agent shall, pursuant to instructions provided by Parent, make the payments provided for in Sections 2.6, 2.7 and 2.8 of this Agreement, as applicable, out of the Payment Fund (it being understood that any and all interest earned on funds made available to the Agent pursuant to this Agreement shall be turned over to the party depositing such funds with the Agent). The Payment Fund shall not be used for any other purpose other than except as expressly set forth provided in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and Time but in any no event no later more than one three (13) Business Day Days after the Effective Time, Parent and or the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, holder of record of a certificate or certificates (“Certificates”) that immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such Time represented outstanding shares of Company Common Stock that were converted into the right to receive Merger Consideration under Section 2.6 and to each holder of Dissenting Shares (i) a notice of the effectiveness of the Merger, (ii) a letter of transmittal in exchange customary form (that 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 Agent and shall contain such other provisions as Parent or the Surviving Corporation may reasonably specify), (iii) instructions for payment thereforuse in surrendering such Certificates and receiving the applicable Merger Consideration in respect thereof and (iv) such notification as may be required under Delaware Law to be given to the holders of Dissenting Shares. Upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e))a Certificate, together with a properly executed such letter of transmittaltransmittal duly executed and completed in accordance with the instructions thereto, the holder of such Company Stock Certificate or Book Entry Share (orshall be entitled to receive, under the circumstances described in Section 3.6(f), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected therefor, cash in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior an amount equal to the Effective Time, each product of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares formerly represented by such Certificate and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash AmountMerger Consideration, which amounts shall be paid by Agent by check or wire transfer in accordance with the instructions provided by such holder. Notwithstanding anything No interest or dividends will be paid or accrued on the consideration payable upon the surrender of any Certificate. If the consideration provided for herein is to be delivered in the name of a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of such delivery that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such delivery shall pay any transfer or other taxes required by reason of such delivery to a person other than the registered holder of the Certificate, or that such person shall establish to the contrary in this Agreement, no holder reasonable satisfaction of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment Surviving Corporation that such holder tax has been paid or is entitled not applicable. Until surrendered in accordance with the provisions of this Section 2.10(b), each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to receive be canceled pursuant to Section 3.5; provided2.6(b)) shall represent, howeverfor all purposes, that such holders of Book-Entry Shares may be required only the right to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver receive an amount in cash equal to the Surviving Corporation any funds made available Merger Consideration multiplied by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or the Surviving Corporation, as applicable, with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders number of shares of Company Common Stock immediately prior to formerly evidenced by such time when the amounts would otherwise escheat to Certificate without any interest or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demanddividends thereon. (ec) If any Company Stock Certificate The consideration issued upon the surrender of Certificates in accordance with this Agreement shall be deemed to have been lost, stolen, or destroyed, then, upon the making issued in full satisfaction of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (f) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect all rights pertaining to such shares of Company Common Stock to a transferee of such shares if the Company Stock Certificate (if applicable) previously representing such shares is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes relating to such transfer have been paid or is not payable. (g) At formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer Surviving Corporation of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into Time. If, after the right to receive the Merger Consideration in accordance with this Section 3.6Effective Time, is Certificates are presented to the Paying Agent or to the Surviving Corporation or ParentCorporation, such Company Stock Certificate they shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon Article 2. (d) Any portion of the surrender Payment Fund (including any amounts that may be payable to the former stockholders of Certificates or transfer of Book Entry Shares the Company in accordance with the terms hereof of this Agreement) which remains unclaimed by the former stockholders of the Company upon the 180th day immediately following the Closing Date shall be deemed returned to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not theretofore complied with this Article 2 shall, subject to the remainder of this Section 2.10(d), thereafter look to the Surviving Corporation only as general unsecured creditors thereof for payment of any Merger Consideration, without any interest or dividends thereon, that may be payable in respect of each share of Company Common Stock held by such stockholder. Following the Closing, the Agent shall retain the right to invest and reinvest the Payment Fund on behalf of the Surviving Corporation in securities listed or guaranteed by the United States government or certificates of deposit of commercial banks that have, or are members of a group of commercial banks that has, consolidated total assets of not less than $500,000,000 and the Surviving Corporation shall receive the interest earned thereon. None of Merger Sub, the Company or Agent shall be liable to a holder of Certificates or any other person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been paid surrendered upon the seventh anniversary of the Closing Date (or immediately prior to such earlier date on which any Merger Consideration, dividends (whether in full satisfaction of all rights pertaining cash, stock or property) or other distributions with respect to the shares of Company Common Stock formerly represented by in respect of such Certificate would otherwise escheat to or Book Entry Shares. become the property of any Governmental Entity (has defined in Section 3.2(c)) The Surviving Corporation shall bear and pay all charges and expensesany such shares, including those cash, dividends or distributions in respect of such Certificate shall, to the Paying Agentextent permitted by applicable law, incurred in connection with become the payment for shares of Company Common Stock. (i) Each property of the Surviving Corporation, Parentfree and clear of all claims or interests of any person previously entitled thereto. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance acceptable to the Surviving Corporation) of that fact by the person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of 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 such Certificate, the Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Sub Consideration deliverable in respect thereof pursuant to this Agreement. (f) Each of the Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) consideration otherwise payable pursuant to this Agreement or the CVR Agreement to any former holder of shares of Company Common Stock, Company OptionsIn-the-Money Options or In-the-Money Warrants pursuant to this Agreement such amounts as may be required to be deducted or withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or Company Restricted Stock Awards as it is required by any applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding provision of state, local or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholdingforeign tax law. To the extent that any Taxes amounts are so deducted or withheld and timely paid over to the appropriate Governmental Entitytaxing authority by Agent, the Surviving Corporation or Parent, such deducted and withheld Taxes amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which person to whom such deduction and withholding was madeamounts would otherwise have been paid.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint engage American Stock Transfer & Trust Company, LLC (or such other nationally recognized exchange agent agreed bank or trust company reasonably acceptable to between Parent and the Company) , to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement), and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and in any event no later than one Within two (12) Business Day Days after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal (mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment therefor. Upon Parent shall ensure that, upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e3.6(d)), together with a properly executed letter of transmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f3.6(d), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month first anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or and the Surviving Corporation, as applicable, Corporation with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (ed) If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolenstolen or destroyed, and if requested by the Parent, the provision of any surety bond or indemnity with respect to such lost, stolen or destroyed (or such other replacement requirements reasonably established by the Paying Agent)Company Stock Certificate, Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, stolen or destroyed Company Stock Certificate the Merger Consideration cash amount payable in respect thereof pursuant to this Agreement. (fe) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares Company Common Stock if the Company Stock Certificate (if applicable) previously representing such shares Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes taxes relating to such transfer have been paid or is not payablepaid. (gf) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing Certificate, which shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration in accordance with this Section 3.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares. (hg) The Surviving Corporation shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (ih) Each of the The Surviving Corporation, ParentParent and Merger Sub, and Merger Sub their respective Affiliates, shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any the Merger Consideration (including any CVRs in respect of shares of Company Common Stock) payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards such amounts in respect of Taxes as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. To the extent that any Taxes such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes amounts shall be treated for purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of which such deduction and withholding was made.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust Company, LLC (or such other a nationally recognized exchange agent agreed to between financial institution selected by Parent and with the Company) ’s prior written approval to act as paying agent for payment of the Merger Consideration in exchange for the Company Stock Certificates and Book Entry Shares in connection with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity). On the Closing Date, the “Rights Agent”) with respect to the CVR Agreement, and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent Agent, cash amounts sufficient to enable the Paying Agent to make payments payment of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount 2.5 to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than Time (such cash being hereinafter referred to as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement“Exchange Fund”). (b) Promptly after the Effective Time, and in any event no later than one Within two (12) Business Day Days after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock (other than Cancelled Shares) described in Section 3.5 2.5 a form of letter of transmittal (mutually approved by Parent and the Company) ), a notice advising such holder of the effectiveness of the Merger, and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment of the Merger Consideration therefor. Upon Parent shall ensure that, upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)2.11), together with a properly executed letter of transmittaltransmittal and such other documents as may reasonably be required by the Paying Agent or pursuant to such instructions, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f2.6(d), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall as promptly as practicable receive in exchange therefor the Merger Consideration for each share amount of Company Common Stock formerly represented by cash to which such Company Stock Certificate holder (or Book Entry Share transferee) is entitled pursuant to Section 3.52.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Any Company Stock Certificate or Book Entry Share that has been so surrendered shall be cancelled by the Paying Agent. Until so surrendered or transferred, as the case may be, and subject to the terms of Section 2.9, each such Company Stock Certificate or Book Entry Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued shall accrue on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry ShareShares. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month first anniversary of the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to Parent any portion of the Surviving Corporation any Exchange Fund or other funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.62.6, and thereafter such holders shall be entitled to look solely to Parent or the Surviving Corporation, as applicable, with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither None of the Paying Agent nor Agent, Parent or the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (e) If any Company Stock Certificate shall have been lost, stolen, or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (fd) In the event of a transfer of ownership of shares of Company Common Stock (other than Appraisal Shares) that is not registered in the transfer records of the Company, or otherwise with respect to any letter of transmittal submitted by a Person other than the Person in whose name the surrendered Company Stock Certificate or the transferred Book Entry Share is registered, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares Company Common Stock if (i) the Company Stock Certificate (if applicable) previously representing such shares Company Common Stock shall be properly endorsed or shall otherwise be in proper form for transfer or such Book Entry Share shall be properly transferred in accordance with the applicable procedures for such transfer and to the reasonable satisfaction of the Paying Agent, as the case may be, (ii) the applicable Company Stock Certificate or, if applicable, Book Entry Share, is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and (iii) the Person requesting such payment shall pay to evidence the Paying Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Company Stock Certificate or Book Entry Share or establish to the satisfaction of the Paying Agent and Parent that any applicable stock transfer Taxes relating to such transfer have Tax has been paid or is not payable. (ge) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing Certificate, which shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration Consideration, in accordance with this Section 3.62.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares2.6. (hf) The Surviving Corporation Parent shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (g) The Paying Agent shall invest any cash included in the Exchange Fund as directed by Parent at its sole discretion, provided, that such investment shall be in (i) Each obligations of, or guaranteed by, the United States of America, (ii) in commercial paper obligations of issuers organized under the Law of a state of the Surviving CorporationUnited States of America, Parentrated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Service, respectively, or (iii) in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $10 billion, or in mutual funds investing in such assets. Any interest and Merger Sub other income resulting from such investment shall be entitled paid to deduct and withhold (Parent. In no event, however, shall such investment or cause any such payment of interest or income delay the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares receipt by former holders of Company Common Stock) payable pursuant to this Agreement Stock of the applicable Merger Consideration or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) daysotherwise impair such holders’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholdingrights hereunder. To the extent that there are any Taxes are losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason to an aggregate amount that is insufficient to enable the Paying Agent to promptly pay the applicable Merger Consideration in full to all holders of Company Stock Certificates or Book Entry Shares (other than Cancelled Shares or Appraisal Shares), Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so deducted or withheld and timely paid over as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to make all such payments in full. (h) Any portion of the Merger Consideration made available to the appropriate Governmental Entity, such deducted and withheld Taxes Paying Agent pursuant to Section 2.6(a) to pay for Appraisal Shares shall be treated for purposes returned to Parent or one of this Agreement as having been paid to the holder its Affiliates upon written demand by Parent or any of Company Common Stock in respect of which such deduction and withholding was madeits Affiliates.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust Company, Company LLC (or such other nationally recognized exchange agent agreed institution mutually acceptable to between Parent and the Company) to act as paying agent for payment of the Merger Consideration in exchange for the Company Stock Certificates and Book Entry Shares in connection with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity). On the Closing Date, the “Rights Agent”) with respect to the CVR Agreement, and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent Agent, cash amounts sufficient to enable the Paying Agent to make payments payment of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount 2.5 to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than Time (such cash being hereinafter referred to as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement“Exchange Fund”). (b) Promptly after the Effective Time, and in any event no later than one Within two (12) Business Day Days after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock (other than Cancelled Shares) described in Section 3.5 2.5 a form of letter of transmittal (mutually approved by Parent and the Company) ), a notice advising such holder of the effectiveness of the Merger, and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment of the Merger Consideration therefor. Upon Parent shall ensure that, upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)2.12), together with a properly executed letter of transmittaltransmittal and such other documents as may reasonably be required by the Paying Agent or pursuant to such instructions, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f2.6(d), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall as promptly as practicable receive in exchange therefor the Merger Consideration for each share amount of Company Common Stock formerly represented by cash to which such Company Stock Certificate holder (or Book Entry Share transferee) is entitled pursuant to Section 3.52.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Any Company Stock Certificate or Book Entry Share that has been so surrendered shall be cancelled by the Paying Agent. Until so surrendered or transferred, as the case may be, and subject to the terms of Section 2.10, each such Company Stock Certificate or Book Entry Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued shall accrue on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry ShareShares. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month first anniversary of the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to Parent any portion of the Surviving Corporation any Exchange Fund or other funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.62.6, and thereafter such holders shall be entitled to look solely to Parent or the Surviving Corporation, as applicable, with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither None of the Paying Agent nor Agent, Parent or the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (e) If any Company Stock Certificate shall have been lost, stolen, or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (fd) In the event of a transfer of ownership of shares of Company Common Stock (other than Appraisal Shares) that is not registered in the transfer records of the Company, or otherwise with respect to any letter of transmittal submitted by a Person other than the Person in whose name the surrendered Company Stock Certificate or the transferred Book Entry Share is registered, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares Company Common Stock if (i) the Company Stock Certificate (if applicable) previously representing such shares Company Common Stock shall be properly endorsed or shall otherwise be in proper form for transfer or such Book Entry Share shall be properly transferred in accordance with the applicable procedures for such transfer and to the reasonable satisfaction of the Paying Agent, as the case may be, (ii) the applicable Company Stock Certificate or, if applicable, Book Entry Share, is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and (iii) the Person requesting such payment shall pay to evidence the Paying Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Company Stock Certificate or Book Entry Share or establish to the satisfaction of the Paying Agent and Parent that any applicable stock transfer Taxes relating to such transfer have Tax has been paid or is not payable. (ge) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing Certificate, which shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration Consideration, in accordance with this Section 3.62.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled cancelled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares2.6. (hf) The Surviving Corporation Parent shall bear and pay all charges and expenses, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (ig) Each of The Paying Agent shall invest any cash included in the Surviving Corporation, Parent, Exchange Fund as directed by Parent at its sole discretion. Any interest and Merger Sub other income resulting from such investment shall be entitled paid to deduct and withhold (Parent. In no event, however, shall such investment or cause any such payment of interest or income delay the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares receipt by former holders of Company Common Stock) payable pursuant to this Agreement Stock of the applicable Merger Consideration or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) daysotherwise impair such holders’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholdingrights hereunder. To the extent that there are any Taxes are losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason to an aggregate amount that is insufficient to enable the Paying Agent to promptly pay the applicable Merger Consideration in full to all holders of Company Stock Certificates or Book Entry Shares (other than Cancelled Shares or Appraisal Shares), Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so deducted or withheld and timely paid over as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to make all such payments in full. (h) Any portion of the Merger Consideration made available to the appropriate Governmental Entity, such deducted and withheld Taxes Paying Agent pursuant to Section 2.6(a) to pay for Appraisal Shares shall be treated for purposes returned to Parent or one of this Agreement as having been paid to the holder its Affiliates upon written demand by Parent or any of Company Common Stock in respect of which such deduction and withholding was madeits Affiliates.

Payment for Company Common Stock. (a) Prior to the Effective Time, (i) Parent shall appoint American Stock Transfer & Trust CompanyCo., LLC (or such other nationally recognized exchange agent agreed to between Parent and the Company) to act as paying agent with respect to the Merger (the “Paying Agent”) and Computershare Limited to act as rights agent (in such capacity, the “Rights Agent”) with respect to the CVR Agreement), and (ii) Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash amounts sufficient to enable the Paying Agent to make payments of the portion of the aggregate Merger Consideration payable pursuant to Section 3.5 payable in respect of the Common Cash Amount to holders of Company Common Stock outstanding immediately prior to the Effective Time. Such fund shall not be used for any purpose other than as expressly set forth in this Agreement. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. (b) Promptly after the Effective Time, and in any event no later than one Within two (12) Business Day Days after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock described in Section 3.5 a form of letter of transmittal (mutually approved by Parent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed by the Company)) and instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares previously representing such shares of Company Common Stock in exchange for payment therefor. Upon Parent shall ensure that, upon surrender to the Paying Agent of each such Company Stock Certificate or Book Entry Share (or affidavits of loss in lieu of the Company Stock Certificate pursuant to Section 3.6(e)3.12), together with a properly executed letter of transmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 3.6(f3.6(d), the transferee of the shares of Company Common Stock previously represented by such Company Stock Certificate or Book Entry Share) shall promptly receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Company Stock Certificate or Book Entry Share pursuant to Section 3.5. Exchange of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or Book Entry Share. (c) Prior to the Effective Time, each of Parent, Merger Sub, and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Common Cash Amount. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares held through the DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5; provided, however, that such holders of Book-Entry Shares may be required to provide the Paying Agent with evidence of such holding, if any, as the Paying Agent may reasonably request. (d) On or after the twelve (12) month first anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to the Surviving Corporation any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates or Book Entry Shares in accordance with this Section 3.6, and thereafter such holders shall be entitled to look to Parent or and the Surviving Corporation, as applicable, Corporation with respect to the cash amounts payable upon surrender of their Company Stock Certificates or Book Entry Shares. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate or Book Entry Share for any amount properly paid to a public official Governmental Entity pursuant to any applicable abandoned property or escheat law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation (or, at the option of Parent, Parent) free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Appraisal Shares shall be returned to Parent, upon demand. (e) If any Company Stock Certificate shall have been lost, stolen, or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen, or destroyed (or such other replacement requirements reasonably established by the Paying Agent), Parent shall cause the Paying Agent to pay in exchange for such lost, stolen, or destroyed Company Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (fd) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such shares of Company Common Stock to a transferee of such shares Company Common Stock if the Company Stock Certificate (if applicable) previously representing such shares Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes taxes relating to such transfer have been paid or is not payablepaid. (ge) At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate representing Certificate, which shares of Company Common Stock that were outstanding immediately prior to the Effective Time and converted into the right to receive the Merger Consideration in accordance with this Section 3.6, is presented to the Paying Agent or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in this Section 3.6. All Merger Consideration paid upon the surrender of Certificates or transfer of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares. (hf) The Surviving Corporation shall bear and pay all charges and expensesexpenses incurred by the Company, including those of the Paying Agent, incurred in connection with the payment for shares of Company Common Stock. (i) Each of the Surviving Corporation, Parent, and Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent or Rights Agent, as applicable, to deduct and withhold) Taxes from any Merger Consideration (including any CVRs in respect of shares of Company Common Stock) payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock, Company Options, or Company Restricted Stock Awards as it is required by applicable Law to deduct and withhold. Parent shall use commercially reasonable efforts to provide the Company with at least five (5) days’ notice if Parent becomes aware any such withholding or deduction is required and shall cooperate with the Company and such holders to obtain any affidavits, certificates, and other documents as may reasonably be expected to afford to the Company and such holders reduction of or relief from any such deduction or withholding. To the extent that any Taxes are so deducted or withheld and timely paid over to the appropriate Governmental Entity, such deducted and withheld Taxes shall be treated for purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made.