Common use of Payment for Company Shares Clause in Contracts

Payment for Company Shares. (A) Prior to the Acceptance Time (i) Parent shall select a bank or trust company (reasonably acceptable to the Company) to act as payment agent with respect to the payment of the Merger Consideration (the "Payment Agent") and (ii) Parent shall cause to be made available to the Payment Agent cash amounts sufficient to enable the Payment Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (B) Promptly after the Effective Time, Parent shall cause the Payment Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable to the Company) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (C) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (D) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (E) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time, the Holding Company shall (iwith the consent of CREC) Parent shall select a bank or trust company (reasonably acceptable to the Company) designate an agent to act as payment agent Paying Agent in connection with respect to the payment of the Merger Consideration (the "Payment Paying Agent") and (ii) Parent ). From time to time after the Effective Time, the Holding Company shall cause to be made available provide to the Payment Agent cash amounts sufficient Surviving Corporation, and shall take all steps necessary to enable the Payment Agent Surviving Corporation to provide to the Paying Agent, the funds necessary to make the payments pursuant to contemplated by Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time2.1(a) on a timely basis. (Bb) Promptly after the Effective Time, Parent the Paying Agent shall cause the Payment Agent to mail to each Person who was, was a record holder as of the Effective Time of an outstanding certificate or certificates (the "Certificates") which immediately prior to the Effective Time, a holder of record of Time evidenced any Company Shares described to be converted into the Merger Consideration in accordance with Section 2.5(a)(iii2.1(a) a form of letter of transmittal (reasonably acceptable which shall specify that delivery shall be effected, and risk of loss and title to the CompanyCertificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of Company Stock the Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon Upon surrender to the Payment Paying Agent of each such Company Stock a Certificate, together with a properly duly executed letter of transmittaltransmittal and any other required documents, the holder of such Certificate shall receive the Merger Consideration in exchange for each Company Stock Share formerly evidenced thereby, and such Certificate (or, under shall forthwith be canceled. No interest will be paid or accrued on the circumstances described in Section 2.7(e), cash payable upon the transferee surrender of the Company Shares represented Certificates. If payment is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (tax has been paid or transferee) is entitled pursuant to Section 2.5(a)(iii). (C) On or not applicable. At any time after the first anniversary expiration of 90 days following the Effective Time, Parent or the Surviving Corporation shall be entitled to cause require the Payment Paying Agent to deliver to Parent or the Surviving Corporation it any funds cash (including any interest received with respect thereto) which has been made available by Parent to the Payment Paying Agent and which have has not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the consideration cash payable and issuable upon due surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the The Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (D) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (E) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those expenses of the Payment Agent, incurred Paying Agent in connection with the exchange distribution of the Merger Consideration upon conversion of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time (i) Parent shall select a bank or trust company (reasonably acceptable to the Company) to act as payment agent with respect to the payment of the Merger Consideration (the "“Payment Agent"”) and (ii) Parent shall cause to be made available to the Payment Agent cash amounts sufficient to enable the Payment Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (Bb) Promptly after the Effective Time, Parent shall cause the Payment Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable to the Company) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (Cc) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dd) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (Ff) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (Gg) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time, (i) Parent (after consultation with the Company) shall select a reputable bank or trust company (reasonably acceptable to the Company) to act as payment paying agent with respect to the payment of the Merger Consideration (the "Payment “Paying Agent") ”), and (ii) Parent shall cause to be made available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (Bb) Promptly after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii2.5(c) a form of letter of transmittal (reasonably acceptable to mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates previously representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Paying Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares previously represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration amount of cash to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii2.5(c). (Cc) On or after the first anniversary of date six months following the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Paying Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Paying Agent which that have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dd) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity)destroyed, Parent shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration cash amount payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate previously representing such Company Shares is presented to the Payment Paying Agent, accompanied by all documents reasonably required by the Payment 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. (Ff) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Paying Agent, incurred in connection with the exchange of the payment for Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time (i) Parent Effective Time, the Buyer shall select a bank or trust company (reasonably acceptable appoint the Disbursing Agent to effect the payments required to be made to the Company) Company Shareholders. As soon as practicable, but in any event not later than three business days after the Effective Time, the Buyer shall cause the Disbursing Agent to act send a notice and a transmittal form to each record holder of a certificate evidencing Common Shares or Preferred Shares, as payment agent the case may be (each a “Share Certificate”), advising such holder of the effectiveness of the Merger and the procedure with respect which such holder must comply for surrendering to the Disbursing Agent such Share Certificate in exchange for the Initial Merger Consideration and the right to receive a share of any Earnout Payment in proportion to the payment of the Initial Merger Consideration for such Company Share to the aggregate Initial Merger Consideration, Initial Option Consideration and Initial Warrant Consideration. (b) Each holder of a Share Certificate, upon proper surrender thereof to the "Disbursing Agent in accordance with the instructions in such notice, shall receive in exchange therefor (subject to any taxes required to be withheld) 90% of the Initial Merger Consideration. The Disbursing Agent shall deliver the Initial Merger Consideration, the Initial Option Consideration and the Initial Warrant Consideration to the Company Securityholders by cashiers check or wire transfer in immediately available funds to the address or pursuant to the account information, as applicable, provided to the Disbursing Agent. Until properly surrendered, each such Share Certificate shall be deemed for all purposes to evidence only the right to receive the consideration to be paid pursuant to this Article I. Holders of Share Certificates shall not be entitled to payment of the Initial Merger Consideration and a share of any Earnout Payment Agent"in proportion to the payment of the Initial Merger Consideration for such Company Share to the aggregate Initial Merger Consideration, Initial Option Consideration and Initial Warrant Consideration to which they would otherwise be entitled until such Share Certificates are properly surrendered. No interest shall be paid or accrued on the cash payable upon the surrender of a Share Certificate. (c) If the Initial Merger Consideration to be paid pursuant to this Article I (or any portion thereof) is to be delivered to a person other than the person in whose name the Share Certificate surrendered in exchange therefor is registered, it shall be a condition to the payment of such consideration that (i) the Share Certificate so surrendered shall be transferable, and shall be properly assigned, endorsed or accompanied by appropriate stock powers or any other required evidence of transfer and (ii) Parent the person requesting such transfer shall cause pay to the Disbursing Agent (or show evidence reasonably satisfactory to the Disbursing Agent of payment of) any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Disbursing Agent that such taxes have been paid or are not required to be made available to paid. Notwithstanding the Payment Agent cash amounts sufficient to enable foregoing, neither the Payment Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (B) Promptly after the Effective Time, Parent shall cause the Payment Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable to the Company) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (C) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent Buyer nor the Surviving Corporation Disbursing Agent shall be liable to any a holder of a Company Stock Certificate Shares for any amount properly paid consideration payable pursuant to this Article I delivered to a public official pursuant to any applicable abandoned property property, escheat or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled theretosimilar laws. (Dd) If In the event any Company Stock Share Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person person claiming such Company Stock Share Certificate to be lost, stolen or destroyed in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parentdestroyed, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent Buyer or the Surviving Corporation shall cause the Payment Agent to pay issue in exchange for such lost, stolen or destroyed Company Stock Share Certificate the consideration Initial Merger Consideration and a share of any Earnout Payment in proportion to the payment of the Initial Merger Consideration for such Company Share to the aggregate Initial Merger Consideration, Initial Option Consideration and Initial Warrant Consideration payable and issuable in respect thereof exchange therefor pursuant to this Agreement.Article I. (Ee) In The Buyer may, in its discretion and as a condition precedent to the event issuance thereof, require the owner of a transfer of ownership of Company Shares which is not registered in such lost, stolen or destroyed Share Certificate to indemnify the transfer records of the Company, the consideration Buyer against any claims that may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if made against the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Buyer or Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To Share Certificate alleged to have been lost, stolen or destroyed. (f) Within five business days after the extent that amounts are so withheld by ParentEffective Time, the Surviving Corporation or Buyer shall cause the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid Disbursing Agent to the send to each holder of Company Shares an outstanding Option or Company Options in respect of whom such deduction and withholding was made by ParentWarrant the Initial Option Consideration or Initial Warrant Consideration, the Surviving Corporation or the Payment Agentrespectively, relating thereto.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time, Parent (iafter consultation with and reasonable approval of the Company) Parent shall select a reputable bank or trust company (reasonably acceptable to the Company) to act as payment paying agent with respect to the payment of for the Merger Consideration (the "Payment “Paying Agent") and (ii) ”). Promptly after the Effective Time, Parent shall cause to be made available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (Bb) Promptly after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each Person person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable mutually agreed to by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Paying Agent of each such a Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee transferring of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration amount of cash to which such holder (or transferee) Person is entitled pursuant to Section 2.5(a)(iii)this Agreement. (Cc) On or after the first nine month anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Paying Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Paying Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property property, escheat or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled theretosimilar Law. (Dd) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parentthe Surviving Corporation, the posting by such Person of a bond in such reasonable amount as Parent the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to support such indemnityCompany Stock Certificate), Parent shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration cash amount payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Paying Agent, accompanied by all documents reasonably required by the Payment Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (Ff) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Paying Agent, incurred in connection with the exchange of the cash for Company Shares. (Gg) ParentIf any Company Shares outstanding immediately prior to the Effective Time are unvested or a subject to a repurchase option, risk of forfeiture or other condition under any restricted stock purchase or similar agreement with the Surviving Corporation and Company, then the Payment Agent shall be entitled amounts payable with respect to deduct and withhold from the consideration otherwise payable such Company Shares pursuant to the Offer, Merger shall be withheld by Parent and shall be paid promptly following the Merger or this Agreement to any holder of Company Shares or Company Options date that are to be cancelled and terminated in exchange for a cash payment such shares would have otherwise vested pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation original vesting schedule or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agentconditions.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time: (i) Parent shall select a reputable bank or trust company (reasonably acceptable to the Company) Company to act as payment paying agent with respect to the payment of the Merger Consideration (the "Payment “Paying Agent") ”); and (ii) Parent shall cause Acquisition Sub to be made make available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 of the Merger Consideration to holders of Company Shares outstanding immediately prior to the Effective Time. Such aggregate Merger Consideration deposited with the Paying Agent may, pending its disbursement to such holders, be invested by the Paying Agent as directed by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either Mxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Services or (iv) money market funds investing solely in a combination of the foregoing. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. Any portion of the Merger Consideration made available to the Paying Agent pursuant to this Section 2.8(a) to pay for shares of Company Shares for which appraisal rights have been properly demanded shall be returned to Parent, upon demand. (Bb) Promptly As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iiia Certificate (i) a form of letter of transmittal (reasonably acceptable which shall specify that delivery shall be effected, and risk of loss and title to the CompanyCertificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates representing such Company Shares in exchange for payment thereforof the Merger Consideration. Parent shall ensure that, upon Upon surrender of a Certificate for cancellation to the Payment Agent of each such Company Stock CertificatePaying Agent, together with a properly executed such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Company Stock Certificate (orshall be entitled to receive, under and Parent shall cause the circumstances described in Section 2.7(e)Paying Agent to promptly pay to such holder, the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration Merger Consideration, without interest, for each share of Company Shares formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to which such holder effect an orderly exchange thereof in accordance with normal exchange practices. (or transfereec) is entitled Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.5(a)(iii). (C2.8(a) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent that remains undistributed to the Payment Agent which have not been disbursed to holders of Company Stock CertificatesShares for 12 months after the Effective Time and any interest received with respect thereto shall be delivered to the Surviving Corporation, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dd) If any Company Stock Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit reasonably acceptable to the Surviving Corporation of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed in a form reasonably satisfactory to Parent (together with an destroyed, and, if required by the Surviving Corporation, the posting by such Person of such bond or surety as is customary and reasonable as indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise Surviving Corporation with respect to such certificate and, if required by ParentCertificate, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent Surviving Corporation shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration Merger Consideration payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Paying Agent, accompanied by all documents reasonably required by the Payment Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time, (i) Parent (after consultation with the Company) shall select a reputable bank or trust company (reasonably acceptable to the Company) to act as payment paying agent with respect to the payment of the Merger Consideration (the "Payment Paying Agent") ), and (ii) Parent shall cause to be made available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (Bb) Promptly after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii2.5(c) a form of letter of transmittal (reasonably acceptable to mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates previously representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Paying Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares previously represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration amount of cash to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii2.5(c). (Cc) On or after the first anniversary of date six months following the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Paying Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Paying Agent which that have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dd) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity)destroyed, Parent shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration cash amount payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate previously representing such Company Shares is presented to the Payment Paying Agent, accompanied by all documents reasonably required by the Payment 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. (Ff) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Paying Agent, incurred in connection with the exchange of the payment for Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time: (i) Parent shall select a reputable bank or trust company (reasonably acceptable to the Company) Company to act as payment paying agent with respect to the payment of the Merger Consideration (the "Payment “Paying Agent") ”); and (ii) Parent shall cause Acquisition Sub to be made make available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 of the Merger Consideration to holders of Company Shares outstanding immediately prior to the Effective Time. Such aggregate Merger Consideration deposited with the Paying Agent may, pending its disbursement to such holders, be invested by the Paying Agent as directed by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Services or (iv) money market funds investing solely in a combination of the foregoing. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. Any portion of the Merger Consideration made available to the Paying Agent pursuant to this Section 2.8(a) to pay for shares of Company Shares for which appraisal rights have been properly demanded shall be returned to Parent, upon demand. (Bb) Promptly As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iiia Certificate (i) a form of letter of transmittal (reasonably acceptable which shall specify that delivery shall be effected, and risk of loss and title to the CompanyCertificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates representing such Company Shares in exchange for payment thereforof the Merger Consideration. Parent shall ensure that, upon Upon surrender of a Certificate for cancellation to the Payment Agent of each such Company Stock CertificatePaying Agent, together with a properly executed such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Company Stock Certificate (orshall be entitled to receive, under and Parent shall cause the circumstances described in Section 2.7(e)Paying Agent to promptly pay to such holder, the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration Merger Consideration, without interest, for each share of Company Shares formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to which such holder effect an orderly exchange thereof in accordance with normal exchange practices. (or transfereec) is entitled Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.5(a)(iii). (C2.8(a) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent that remains undistributed to the Payment Agent which have not been disbursed to holders of Company Stock CertificatesShares for 12 months after the Effective Time and any interest received with respect thereto shall be delivered to the Surviving Corporation, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dd) If any Company Stock Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit reasonably acceptable to the Surviving Corporation of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed in a form reasonably satisfactory to Parent (together with an destroyed, and, if required by the Surviving Corporation, the posting by such Person of such bond or surety as is customary and reasonable as indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise Surviving Corporation with respect to such certificate and, if required by ParentCertificate, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent Surviving Corporation shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration Merger Consideration payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Paying Agent, accompanied by all documents reasonably required by the Payment Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to From and after the Acceptance Time (i) Parent shall select a Effective Time, such bank or trust company (as shall be designated by Parent and reasonably acceptable to the Company) to Company shall act as payment paying agent with respect to (the “Paying Agent”) in effecting the payment of the Merger Consideration Price in respect of certificates (the "Payment Agent"“Certificates”) and representing Company Shares or non-certificated Shares represented by book-entry (ii“Book-Entry Shares”) converted into the right to receive the Merger Price pursuant to Section 2.7. Prior to or promptly after the Effective Time, Parent or the Purchaser shall deposit, or cause to be made available deposited, with the Paying Agent the aggregate Merger Price to the Payment Agent cash amounts sufficient to enable the Payment Agent to make payments pursuant to Section 2.5 to which holders of Company Shares outstanding immediately prior to shall be entitled at the Effective TimeTime pursuant to Section 2.7 (such cash being hereinafter referred to as the “Exchange Fund”). (Bb) Promptly after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a record holder of record of Certificates or Book-Entry Shares whose Company Shares described in were converted into the right to receive the Merger Price pursuant to Section 2.5(a)(iii2.7 (i) a form of letter of transmittal (reasonably acceptable which shall specify that delivery shall be effected, and risk of loss and title to the CompanyCertificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting surrendering such Certificates or Book-Entry Shares and receiving the Merger Price in respect thereof. Upon the surrender of Company Stock Certificates representing each such Company Shares Certificate (or affidavit of loss in exchange for payment therefor. Parent shall ensure that, upon surrender lieu thereof) or Book-Entry Share to the Payment Paying Agent of each such Company Stock Certificate, together with a properly executed such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall pay the holder of such Company Stock Certificate (or, under or Book-Entry Shares the circumstances described in Section 2.7(e), Merger Price multiplied by the transferee number of the Company Shares formerly represented by such Company Stock Certificate) , or such aggregate number of Book-Entry Shares, in consideration therefor, and such Certificate or Book-Entry Share shall promptly forthwith be cancelled. Until so surrendered, each such Certificate or Book-Entry Share shall represent solely the right to receive in exchange therefor the consideration to which such holder Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or transfereeany portion thereof) is entitled pursuant to Section 2.5(a)(iii)be delivered to any Person other than the Person in whose name the Certificate formerly representing Company Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person surrendering such Company Shares shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Price to a Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (Cc) On or Promptly following the date which is 180 days after the first anniversary of the Effective Time, Parent or the Surviving Corporation Paying Agent shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed, and all Certificates and other documents in its possession relating to the Payment Agent which have not been disbursed to holders of Company Stock Certificatestransactions described in this Agreement, and thereafter such holders the Paying Agent’s duties shall be entitled to terminate. Thereafter, each holder of a Certificate or Book-Entry Share formerly representing a Company Share shall look only to Parent and the Surviving Corporation with respect for payment of claims to the consideration payable Merger Price and issuable upon may surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (D) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (E) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor the Payment Agent Merger Price relating thereto, without any interest thereon. (d) After the Effective Time, there shall be entitled to deduct and withhold from no transfers on the consideration otherwise payable pursuant stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the OfferEffective Time. If, after the Merger or this Agreement Effective Time, Certificates formerly representing Common Shares are presented to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Paying Agent, such withheld amounts they shall be treated surrendered and cancelled in return for all purposes the payment of the Merger Price relating thereto (subject to applicable abandoned property, escheat and similar Laws), as provided in this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment AgentArticle Three.

Payment for Company Shares. (AThe amount specified in Section 2.14(a) Prior shall be paid by Parent at the Closing to the Acceptance Time Paying Agent, by wire transfer of immediately available funds to the account (or accounts) specified by the Paying Agent in writing no later than two (2) Business Days prior to the Closing Date, for disbursement as provided for herein; provided, that (i) Parent shall select a bank or trust company (reasonably acceptable to the Companyextent that holders of Company Shares (other than the Carry-Forward Share) provide certificates representing such Company Shares (“Certificates”) and completed Letters of Transmittal to act as payment agent Parent or the Company at least two (2) Business Days prior to the Closing Date, then the Per Share Merger Consideration payable with respect to such Company Shares shall be paid by Parent at the payment Closing to such holder by wire transfer of the Merger Consideration (the "Payment Agent") immediately available funds; and (ii) Parent no gains or losses on the funds deposited with the Paying Agent shall cause affect the Per Share Merger Consideration payable to be made available to the Payment Agent cash amounts sufficient to enable the Payment Agent to make payments pursuant to Section 2.5 to such holders of Company Shares outstanding immediately prior and following any losses that result in the amount of such funds being insufficient to pay the portion of the aggregate Per Share Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Effective Time. (B) Promptly after Paying Agent for the benefit of the former stockholders of the Company to the extent of any insufficiency. After the Effective Time, Parent shall cause the Payment Agent to mail to each Person who was, immediately prior upon surrender of such Certificates to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable to the Company) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Agent of each such Company Stock CertificatePaying Agent, together with a properly executed letter the completed Letter of transmittalTransmittal and such other documents as may be reasonably required by the Paying Agent, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (C) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation Certificates shall be entitled to cause receive from the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Paying Agent, Parent nor in exchange therefor, the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Per Share Merger Consideration payable in respect of for such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted Shares as contemplated by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (D) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (E) . In the event of a transfer of ownership of any Company Shares which (other than the Carry-Forward Share) that is not registered in the transfer records of the Company, the consideration may be paid and issued with Paying Agent shall pay the Per Share Merger Consideration in respect to of such Company Shares to a the transferee of if such Company Shares if the Company Stock Certificate representing such Company Shares is presented transferee presents to the Payment Agent, accompanied by all Paying Agent the applicable Certificate properly endorsed or otherwise in proper form for transfer and such other documents reasonably required by the Payment Agent to evidence and effect such transfer and to reasonable evidence that any applicable stock transfer taxes relating to such transfer Taxes have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to Unless otherwise mutually agreed by the Acceptance Time Parties or Parent and the applicable Company Stockholders, at the Effective Time, (ia) Parent shall select a bank or trust company (reasonably acceptable to the Company) to act as payment agent with respect to the payment of the Merger Consideration (the "Payment Agent") and (ii) Parent shall cause to be made available to the Payment Agent cash amounts sufficient to enable the Payment Agent to make payments pursuant to Section 2.5 to holders of all Company Shares outstanding immediately prior to the Effective Time, upon the cancellation or conversion thereof in accordance with Section 3.01, shall automatically be canceled and shall cease to exist, and all holders of stock certificates (“Stock Certificates”) or book-entry shares (“Book-Entry Shares”) representing Company Shares that were outstanding immediately prior to the Effective Time shall cease to have any rights as Company Stockholders, except the right to receive the Merger Consideration with respect to each Company Share evidenced thereby as provided in Section 3.01 (or appraisal rights as provided in Section 3.03 with respect to Dissenting Shares), and (b) the stock transfer books of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further transfer of any such Stock Certificates or Book-Entry Shares shall be made on such stock transfer books after the Effective Time. (Bb) Promptly after Prior to the Effective Time, Parent shall designate the Company’s current transfer agent or select a bank or trust company mutually agreeable to Parent and the Company to act as agent (the “Depository Agent”) for the holders of Company Shares to receive the Offer Price payable pursuant to Section 1.01(b) and to act as the paying agent (the “Paying Agent”) for the Company Stockholders to receive the Merger Consideration payable pursuant to Section 3.01(a)(iii). Parent shall enter into agreements reasonably acceptable to the Company with the Depository Agent and Paying Agent, respectively, relating to services to be performed by the Depository Agent in its capacity as Depository Agent and the Paying Agent in its capacity as Paying Agent, respectively. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.01(b), and with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 3.01(a)(iii); provided, that the Company shall, at the written request of Parent, deposit with the Depository Agent and/or the Paying Agent at the Effective Time such portion of such aggregate consideration from the Company’s Cash on Hand as specified in such request (it being understood that Parent shall deliver (i) a notice of such request to the Company at least three (3) Business Days prior to the Effective Time specifying a preliminary amount of the Company’s Cash on Hand to be deposited by the Company and (ii) its request to the Company at least one (1) Business Day prior to the Effective Time specifying the final amount equal to or less than the amount specified in the notice provided pursuant to the foregoing clause (i) of the Company’s Cash on Hand to be deposited by the Company) (the amounts collectively deposited, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. If Parent decides to invest the Payment Fund, then the Payment Fund shall be invested as reasonably directed by Parent; provided, that (i) such investments shall be in (A) short-term obligations of the United States with maturities of no more than thirty (30) days or guaranteed by the United States and backed by the full faith and credit of the United States, (B) commercial paper obligations of issuers organized under the Law of a state of the United States of America, rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively or (C) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, and (ii) no such investment shall have a maturity of more than thirty (30) days. Any interest and other income resulting from such investments shall become part of the Payment Fund and any amounts in excess of the amounts payable pursuant to Article I or this Article III shall promptly be paid to Parent upon demand. Parent and the Surviving Corporation shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this Section 3.02(b). Nothing in this Agreement and no investment losses resulting from investment of the Payment Fund shall diminish the rights of any holder of Stock Certificates or Book-Entry Shares to receive, or Parent’s and the Surviving Corporation’s obligation to pay, such holder’s applicable portion of the Offer Price or Merger Consideration, as applicable. (c) As soon as reasonably practicable after the Effective Time, and in any event not later than the third (3rd) Business Day after the Closing Date, Parent shall cause the Payment Paying Agent to mail commence mailing to each Person who was, immediately prior to at the Effective Time, a holder of record of Company Shares described (i) in Section 2.5(a)(iiithe case of Stock Certificates, (A) a form of letter of transmittal in customary form (reasonably acceptable which shall specify that delivery of Stock Certificates shall be effected, and risk of loss and title to the CompanyStock Certificates shall pass, upon delivery of the Stock Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (B) customary instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares Certificates, and (ii) in the case of Book-Entry Shares, customary instructions for use in effecting the surrender of Book-Entry Shares, in each case, in exchange for payment thereforthe right to receive the Merger Consideration with respect to each Company Share evidenced by such Stock Certificates or Book-Entry Shares, as applicable. Parent shall ensure thatUpon (1) in the case of Stock Certificates, upon surrender delivery to the Payment Paying Agent of each such Company Stock CertificateCertificates, together with a properly validly executed letter of transmittal, or (2) in the holder case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message” in customary form and such Company Stock Certificate (orother evidence of surrender, under if any, as the circumstances described in Section 2.7(e)Paying Agent may reasonably request, the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (C) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation holders thereof shall be entitled to cause receive the Payment Agent Merger Consideration with respect to deliver each Company Share evidenced by such Stock Certificates or Book-Entry Shares, as applicable, and the Stock Certificates and Book-Entry Shares so surrendered shall be canceled. In the event of a transfer of ownership of Stock Certificates that is not registered in the transfer records of the Company, the proper amount of Merger Consideration may be paid in exchange therefor to Parent a Person other than the Person in whose name the Stock Certificates so surrendered are registered if (I) such Stock Certificate shall be properly endorsed or such Stock Certificates shall otherwise be in proper form for transfer and (II) the Person requesting such payment shall either (x) pay any transfer or other Taxes required under applicable Law by reason of such payment or (y) establish to the reasonable satisfaction of the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation Paying Agent that such transfer Tax either has been paid in full or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the consideration Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.02(c), each Stock Certificate and Book-Entry Share (other than Dissenting Shares) shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration with respect to each Company Share evidenced thereby. No interest shall be paid on the portion of the Merger Consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled theretoBook-Entry Share. (Dd) If any Company Stock Certificate shall have been lost, stolen or destroyed, then, notwithstanding anything to the contrary in Section 3.02(c), upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed destroyed, and, if required by the Surviving Corporation, the posting by that holder of a bond, in a form reasonably satisfactory to Parent (together with an such reasonable amount as the Surviving Corporation may direct, as indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise it with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity)Stock Certificate, Parent shall cause the Payment Paying Agent to pay in exchange for to such Person the Merger Consideration payable pursuant to Section 3.01(a)(iii) with respect to each Company Share represented by such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this AgreementCertificate. (Ee) In Any portion of the event Payment Fund (including the proceeds of a transfer any investments thereof) that remains undistributed to former holders of ownership Stock Certificates and Book-Entry Shares one (1) year after the Closing Date shall be delivered by the Paying Agent to Parent upon demand. Any former holders of Stock Certificates or Book-Entry Shares who have not theretofore complied with this Section 3.02 shall thereafter look only to the Surviving Corporation or Parent for payment of any portion of the Merger Consideration, in accordance with this Article III and without any interest thereon, payable with respect to each Company Shares which is not registered in Share previously evidenced by such Stock Certificates and Book-Entry Shares. Notwithstanding any provision of this Agreement to the transfer records contrary, none of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person for the portion of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Stock Certificates or Book-Entry Shares shall not have been surrendered prior to the date that any unclaimed portion of the Merger Consideration would otherwise become subject to any abandoned property, escheat or similar laws, any unclaimed funds payable with respect to such Stock Certificates or Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation. (f) Each of the Surviving Corporation, the Company Subsidiaries, Parent and the Payment Agent Purchaser shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the Offer Price or the Merger Consideration payable to any holder of Company Common Stock or any holder of Company Equity Awards or any other consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are it is required by Law to deduct and withhold under the Code, or any Legal Requirement, with respect to Taxes. Each such payor shall timely remit the making of such paymentamounts so withheld to the appropriate Governmental Authority. To the extent that amounts are so withheld by Parent, and properly remitted to the Surviving Corporation or the Payment Agentappropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares Common Stock, holder of Company Equity Awards or Company Options other recipient of consideration hereunder in respect of whom which such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agentmade.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time, (i) Parent shall select appoint a reputable bank or trust company (reasonably acceptable to the Company) Company to act as payment paying agent with respect to the payment of the Merger Consideration (the "Payment “Paying Agent") ”), and (ii) Parent shall cause to be made available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (Bb) Promptly after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable to mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates previously representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon proper surrender to the Payment Paying Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares previously represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration amount of cash to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (Cc) On or after the first six month anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Paying Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Paying Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled theretoLaw. (Dd) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate anddestroyed, and if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to support such indemnity)Company Stock Certificate, Parent shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration cash amount payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which that is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate previously representing such Company Shares is presented to the Payment Paying Agent, accompanied by all documents reasonably required by Parent and the Payment 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. (Ff) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Paying Agent, incurred in connection with the exchange of the payment for Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (A) Prior Promptly after the Effective Time, the Surviving Corporation shall mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Acceptance Effective Time represented Company Shares (i) Parent the "Certificates"), a form letter of transmittal (which shall select a bank or trust company (reasonably acceptable specify that delivery shall be effected, and risk of loss and title to the Company) to act as payment agent with respect Certificates shall pass, only upon proper delivery of the Certificates to the Surviving Corporation) and instructions for effecting the surrender of the Certificates for payment of the Merger Consideration. Upon surrender to the Surviving Corporation of a Certificate (or an affidavit as to its loss with an appropriate indemnity), together with a duly executed letter of transmittal and any other required documents, the holder of such Certificate shall receive in exchange therefor (as promptly as practicable) the Merger Consideration Per Share, without any interest thereon, less any required withholding of taxes, and such Certificate shall forthwith be canceled. If payment is to be made to a person other than the person in whose name a Certificate so surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the person requesting such payment shall either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the satisfaction of Vulcan and the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this 1.1(h), each Certificate (other than (i) Certificates representing Company Shares held in the "Payment Agent") and Company's treasury which shall be canceled at the Effective Time, or (ii) Parent Certificates representing Dissenting Shares, which shall cause represent for all purposes only the right, if perfected, to receive fair value as provided in Section 1.1(d)) shall represent for all purposes only the right to receive the Merger Consideration Per Share. After the Effective Time, there shall be made available no transfers on the stock transfer books of the Surviving Corporation of the Company Shares which were outstanding immediately prior to the Payment Agent cash amounts sufficient Effective Time. If, after the Effective Time, Certificates are presented to enable the Payment Agent to make payments pursuant to Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration Per Share in accordance with procedures set forth in this Section 2.5 to 1.1(h). From and after the Effective Time, the holders of Certificates evidencing ownership of Company Shares outstanding immediately prior to the Effective Time. (B) Promptly Time shall cease to have any rights with respect to such Company Shares except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the Effective Time, Parent shall cause the Payment Agent with respect to mail such Company Shares except to each Person who was, immediately prior surrender such Certificates in exchange for cash pursuant to the Effective Time, this Agreement or to perfect any rights to receive fair value as a holder of record of Company Dissenting Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable that such holders may have pursuant to the Company) and instructions for use in effecting Pennsylvania BCL. Any portion of the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to Merger Consideration that remains unclaimed by the Payment Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee shareholders of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (C) On or for one year after the first anniversary of the Effective Time, Parent or the Surviving Corporation Time shall be entitled paid to cause and shall become the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent property of Vulcan. Notwithstanding anything to the Payment Agent which have not been disbursed to holders of Company Stock Certificatescontrary in this Section 1.1, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent neither Vulcan nor the Surviving Corporation shall be liable to any a holder of a Certificate formerly representing Company Stock Certificate Shares for any amount properly paid delivered to a public official pursuant to any applicable abandoned property property, escheat or escheat similar law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (D) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (E) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time, (i) Parent (after consultation with and approval of the Company) shall select a reputable bank or trust company (reasonably acceptable to the Company) to act as payment paying agent with respect to the payment of the Merger Consideration (the "Payment “Paying Agent") ”), and (ii) Parent shall cause to be made available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (Bb) Promptly after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii2.5(c) a form of letter of transmittal (reasonably acceptable to 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 Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Paying Agent of each such Company Stock CertificateCertificate or Book Entry Share, together with a properly executed letter of transmittaltransmittal 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 2.7(e), the transferee of the Company Shares previously represented by such Company Stock CertificateCertificate or Book Entry Share) shall promptly receive in exchange therefor the consideration amount of cash to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii2.5(c). The cash paid upon surrender of Company Stock Certificates or Book Entry Shares in accordance with this Section 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Shares formerly represented by such Company Stock Certificates or Book Entry Shares. 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. (Cc) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Paying Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Paying Agent which have not been disbursed to holders of Company Stock CertificatesCertificates or Book Entry Shares, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock CertificatesCertificates or Book Entry Shares. Neither None of the Payment Paying Agent, Parent nor 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. If any Company Stock Certificates shall or Book Entry Shares have not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier the date on which any Merger Consideration the cash amounts payable in with respect of such Company Stock Certificates thereto would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof cash amounts shall, to the extent permitted by applicable Legal Requirements, immediately prior to such time become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dd) 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 (who shall be the record holder of such Company Stock Certificate) claiming such Company Stock Certificate to be lost, stolen or destroyed in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity)destroyed, Parent shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration cash amount payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which that is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate previously representing such Company Shares (if applicable) is presented to the Payment Paying Agent, accompanied by all documents reasonably required by the Payment Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (Ff) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Paying Agent, incurred in connection with the exchange of the payment for Company Shares. (Gg) ParentEach of the Paying Agent, Parent and the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable or deliverable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are it is required to deduct and withhold with respect thereto under the Code, Code or any other applicable state, local or foreign Legal Requirement, with respect Requirements relating to the making of such paymenttaxes. To the extent that amounts are so withheld by Parent, the Surviving Corporation deducted or the Payment Agentwithheld, such deducted or withheld amounts (a) shall be remitted to the applicable Governmental Entity as required by applicable Legal Requirements, and (b) shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options Persons in respect of whom which such deduction and or withholding was made by Parent, the Surviving Corporation or the Payment Agentmade.

Payment for Company Shares. (Aa) Prior to the Acceptance Time (i) Parent shall select a bank or trust company (reasonably acceptable to the Company) to act as payment agent with respect to the payment of the Merger Consideration (the "“Payment Agent"”) and (ii) Parent shall cause to be made available to the Payment Agent cash amounts sufficient to enable the Payment Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective Time. (Bb) Promptly after the Effective Time, Parent shall cause the Payment Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) a form of letter of transmittal (reasonably acceptable to the Company) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e), the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii). (Cc) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dd) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (Ee) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (Ff) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (Gg) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time Effective Time, Parent (iafter consultation with the Company) Parent shall select a reputable bank or trust company (reasonably acceptable to the Company) to act as payment paying agent with respect to the payment of the Merger Consideration (the "Payment “Paying Agent") ”), and (ii) at or prior to the Effective Time, Parent shall cause to be made available to the Payment Paying Agent cash amounts sufficient to enable the Payment Paying Agent to make payments pursuant to Section 2.5 to holders of Company Shares outstanding immediately prior to the Effective TimeTime (such amounts, the “Payment Fund”). (Bb) Promptly after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii2.5(c) a form of letter of transmittal (reasonably acceptable to mutually approved by Parent and the Company) and instructions for use in effecting the surrender of Company Stock Certificates previously representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Paying Agent of each such Company Stock Certificate, together with a properly executed letter of transmittaltransmittal and any other customary documents the Paying Agent reasonably requires (including any required Internal Revenue Service Form W-9 or Form W-8), the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e2.7(f), the transferee of the Company Shares previously represented by such Company Stock Certificate) shall promptly receive from the Paying Agent in exchange therefor the consideration amount of cash in U.S. dollars to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii2.5(c). (Cc) On or after the first anniversary of date that is six months following the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Paying Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to amounts remaining in the Payment Agent Fund which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration cash amounts payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Paying Agent nor Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property property, escheat or escheat similar law. (d) The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent on a daily basis; provided that, no such investment or loss thereon shall affect the amounts payable to the holders of Company Shares pursuant to this Section 2. If any Company Stock Certificates Any interest and other income resulting from such investment shall not have been surrendered before the third anniversary become a part of the Effective Time (or immediately prior Payment Fund, and any amounts in excess of the amounts payable to such earlier date on which any Merger Consideration payable in respect holders of such Company Stock Certificates would otherwise escheat Shares pursuant to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become this Section 2 shall be the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (De) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity)destroyed, Parent shall cause the Payment Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration cash amount payable and issuable in respect thereof pursuant to this Agreement; provided, however, that Parent or the Paying Agent may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Company Stock Certificates to deliver a customary bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation, the Paying Agent or any of their Affiliates with respect to the Company Stock Certificates alleged to have been lost, stolen or destroyed. (Ef) In the event of a transfer of ownership of Company Shares which that is not registered in the transfer records of the Company, the consideration payment may be paid and issued made with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate previously representing such Company Shares is presented to the Payment Paying Agent, accompanied by all documents reasonably required by the Payment 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. (Fg) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Paying Agent, incurred in connection with the exchange of the payment for Company Shares. (Gh) Each of the Paying Agent, Parent, the Company and the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise any amounts payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are may be required to deduct and withhold be deducted or withheld therefrom under the CodeU.S. federal or state, local or any Legal Requirement, with respect to the making of such paymentnon-U.S. law. To the extent that such amounts are so withheld by Parentdeducted or withheld, and remitted to the Surviving Corporation or the Payment Agentappropriate Tax authority, such withheld amounts shall be treated for all purposes of under this Agreement as having been paid to the holder of Company Shares or Company Options in respect of Person to whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agentamounts would otherwise have been paid.

Payment for Company Shares. (A) Prior to the Acceptance Effective Time (i) Parent shall select a bank or trust company (reasonably acceptable to the Company) to act as payment agent with respect to the payment of the Merger Consideration (the "Payment Agent") and (ii) Parent shall cause to be made available to the Payment Agent cash amounts sufficient to enable the Payment Agent to make payments pursuant to Section 2.5 2.1 to holders of Company Shares outstanding immediately prior to the Effective Time. (B) Promptly after the Effective Time, Parent shall cause the Payment Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii2.1 (a)(iii) a form of letter of transmittal (reasonably acceptable to the Company) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for payment therefor. Parent shall ensure that, upon surrender to the Payment Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.7(e2.3(e), the transferee of the Company Shares represented by such Company Stock Certificate) shall promptly receive in exchange therefor the consideration to which such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii2.1 (a)(iii). (C) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (D) 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 in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this Agreement. (E) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the consideration may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Payment Agent, incurred in connection with the exchange of the Company Shares. (G) Parent, the Surviving Corporation and the Payment Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement to any holder of Company Shares or Company Options that are to be cancelled and terminated in exchange for a cash payment pursuant to Section 5.9(b) hereof, such amounts as Parent, the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Code, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment Agent.

Payment for Company Shares. (Aa) Prior to the Acceptance Time (i) Closing, Parent shall select will cause Merger Sub to make available to a bank or trust company (reasonably acceptable to the Company) to act as payment agent with respect to the payment of the Merger Consideration designated by Parent (the "Payment AgentPAYING AGENT") and (ii) Parent shall cause to be made available to the Payment Agent cash amounts sufficient to enable the Payment Agent funds to make the payments pursuant to Section 2.5 2.1(a) hereof on a timely basis to holders of Company Shares (other than Excluded Shares) that are issued and outstanding immediately prior to the Effective TimeTime (such amounts being hereinafter referred to as the "PAYMENT FUND"). The Paying Agent shall make the payments provided for in the preceding sentence out of the Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (Bb) Promptly As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Payment Paying Agent to mail to each Person who wasrecord holder (other than holders of Excluded Shares), immediately prior to as of the Effective Time, a holder of record of Company Shares described in Section 2.5(a)(iii) an outstanding Certificate, a form of letter of transmittal (reasonably acceptable which shall specify that delivery shall be effected, and risk of loss and title to the CompanyCertificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for the Certificate and receiving payment therefor. Parent shall ensure that, upon Following surrender to the Payment Paying Agent of each such Company Stock a Certificate, together with a properly executed such letter of transmittaltransmittal duly executed and such other documents as may be reasonably required by the Paying Agent, the holder of such Company Stock Certificate shall be paid in exchange therefor cash in an amount (or, under the circumstances described subject to any applicable withholding tax as specified in Section 2.7(e), 2.6) equal to the transferee product of the number of Company Shares represented by such Company Stock CertificateCertificate multiplied by the Merger Consideration, and each such Certificate shall forthwith be canceled. No interest shall be paid or accrued on the cash payable upon the surrender of the Certificates. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment (A) pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or (B) establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.2, each Certificate (other than Certificates representing Excluded Shares) shall promptly receive represent for all purposes solely the right to receive, in exchange therefor accordance with the consideration to which terms hereof, the Merger Consideration in cash multiplied by the number of Company Shares evidenced by such holder (or transferee) is entitled pursuant to Section 2.5(a)(iii)Certificate, without any interest thereon. (C) On or after the first anniversary of the Effective Time, Parent or the Surviving Corporation shall be entitled to cause the Payment Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Payment Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable and issuable upon surrender of their Company Stock Certificates. Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered before the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of such Company Stock Certificates would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (Dc) 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 person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation in its reasonable judgment based on the financial wherewithal of the person claiming such Certificate to be lost, stolen, or destroyed, the posting by such person of a form reasonably satisfactory to Parent (together with an bond in such reasonable amount as the Surviving Corporation may direct as indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Payment Agent or Parent or otherwise it with respect to such certificate and, if required by ParentCertificate, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Payment Paying Agent to pay will deliver in exchange for such lostaffidavit, stolen or destroyed the applicable Merger Consideration with respect to the Company Stock Certificate the consideration payable and issuable in respect thereof pursuant to this AgreementShares formerly represented by such Certificate. (Ed) In Any portion of the event of a transfer of ownership of Merger Consideration made available to the Paying Agent to pay for Company Shares for which is not registered in the transfer records of the Company, the consideration may appraisal rights have been perfected shall be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented returned to the Payment Agent, accompanied by all documents reasonably required by the Payment Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (F) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those upon demand. Any portion of the Payment Agent, incurred in connection with Fund (including the exchange proceeds of any investments thereof) that remains unclaimed by the former shareholders of the Company Shares. for six (G6) months after the Effective Time shall be repaid to the Surviving Corporation. Any former shareholders of the Company who have not complied with Section 2.2 hereof prior to the end of such six (6) month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of the Certificates held by them. Neither Parent, the Surviving Corporation and nor the Payment Agent Paying Agent, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, the Merger or this Agreement liable to any holder of Company Shares for any monies delivered from the Payment Fund or Company Options that are otherwise to be cancelled and terminated in exchange for a cash payment public official pursuant to Section 5.9(bany applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered prior to two (2) hereofyears after the Effective Time (or such earlier date as shall be immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law) unclaimed funds payable with respect to such amounts certificates shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. (e) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed. At and after the Effective Time, there shall be no registration of transfers of Company Shares which were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation. From and after the Effective Time, the holders of Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as Parentotherwise provided in this Agreement or by applicable Law. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Shares previously represented by such Certificates. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Payment Agent are required to deduct and withhold under the Codefor any reason, or any Legal Requirement, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Payment Agent, such withheld amounts they shall be treated canceled and exchanged for all purposes of cash as provided in this Agreement as having been paid to the holder of Company Shares or Company Options in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Payment AgentArticle II.