Common use of Payment for Shares in the Merger Clause in Contracts

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. 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 and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation for payment of their claim for the Merger Consideration for the Shares.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Parent Falcon shall make available to X.X. Xxxxxx & Co. Inc. deposit with or for the account of a bank or trust company having net capital of not less than $100,000,000 and designated by Falcon (the "Exchange Payment Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 3.1 (the "Exchange Payment Fund"). The Exchange Payment Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Payment Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, practicable after the Effective Time, but in any event no later than five (5) business days thereafter, the Exchange Payment Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPayment Agent and shall be in such form and have such other customary provisions as Falcon shall specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Payment Agent, together with such letter of transmittal transmittal, duly executed executed, and any such other documents as may reasonably be required documentsby the Payment Agent, the holder of such Certificates Certificate shall be entitled to receive for each of the Shares represented by such Certificates in exchange therefor the Merger Consideration, Consideration without any interest thereon, less any required applicable withholding of taxes, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the The Merger Consideration with respect to each of the Shares represented thereby. If payment is to thereby may be made paid to a person other than the person in whose name a the Certificate so surrendered is registered, it shall be a condition of payment that the registered if such Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person requesting such payment issuance shall pay to the Exchange Agent any transfer or other nonincome taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration.6 (c) Any portion of the Exchange Payment Fund made available which remains undistributed to the Exchange Agent which remains unclaimed by the former shareholders holders of the Company Certificates as of the date which is one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoFalcon, upon demand of Parentdemand, and any former shareholders holders of the Company Certificates who have not theretofore complied with this Article III shall thereafter look only to Thyssen Holding Falcon or the Surviving Corporation for payment of their claim for Merger Consideration. (d) None of Falcon, Xxxxxx Xxxxxxxx, Sub or the Payment Agent shall be liable to any person in respect of any cash from the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or become the property of any governmental body or authority), any such Merger Consideration, to the extent permitted by applicable law, shall become the property of the Surviving Corporation, free and clear of all claims and interest of any person previously entitled thereto. (e) The Payment Agent shall invest any cash included in the Payment Fund on a daily basis as directed by Falcon. Any interest and other income resulting from such investments shall be paid to Falcon. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Payment Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration for the SharesConsideration.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Prior to the Effective Time, Parent shall make available deliver to X.X. Xxxxxx & Co. Inc. Wxxxx Fargo Bank, N.A. (the "“Exchange Agent"”), or such other exchange agent selected by Parent and reasonably acceptable to the Company, Company for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 4.1, 4.7 and 4.8 (the "“Exchange Fund"”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "“Certificates") ”) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxesTaxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. 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 and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b4.4(b), each Certificate (other than Certificates formerly representing Shares referred to held in Section 4.1(b)the Company’s treasury or by Newco, or by any subsidiary of the Company or Newco) shall represent for all purposes only the right to receive, for each Share formerly represented thereby, the Merger Consideration, without interest thereon, less any required withholding of Taxes. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the former shareholders stockholders of the Company for one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholders of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their claim for the Merger Consideration for the Shares. (d) None of the Company, Newco, Parent, the Surviving Corporation or the Exchange Agent, or any employee, officer, director, stockholder, agent or affiliate thereof, shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, the Surviving Corporation shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (f) The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so deducted and withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation. (g) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Prior to the mailing of the Prospectus/Proxy Statement, Parent shall appoint an agent (the “Paying Agent”) reasonably acceptable to the Company for the purpose of exchanging Certificates for the Merger Consideration. Prior to or at the Effective Time, Parent or Purchaser shall make available to X.X. Xxxxxx & Co. Inc. (deposit with the "Exchange Paying Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, in trust for the benefit of the holders of SharesCompany’s stockholders, the cash in immediately available funds necessary and Parent Common Stock in an amount sufficient to make payment of the payments contemplated by aggregate Merger Consideration pursuant to Section 4.1 3.01 in exchange for all of the outstanding shares of Company Common Stock (such cash and Parent Common Stock being hereinafter referred to as the "Exchange “Payment Fund"”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificates. Earnings from such investment shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder of shares of Company Common Stock will demand appraisal rights with respect to such shares. (b) As soon as reasonably practicable, practicable after the Effective Time, Parent will cause the Exchange Paying Agent shall mail to send to each holder of record shares of Company Common Stock at the Effective Time (other than holders of certificates representing Shares Certificates referred to in Section 4.1(b)3.01(b) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (iSection 3.03) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPaying Agent and will be in such form and have such other provisions as Parent and the Company reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the . (c) Each holder of such Certificates shall be entitled to receive for each shares of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely Company Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of a Certificate, together with a properly completed letter of transmittal, the Merger Consideration in respect of each share of Company Common Stock represented by such Certificate. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to each receive such Merger Consideration. No interest will be paid or will accrue on the Merger Consideration payable upon surrender of any Certificate. (d) If any portion of the Shares represented thereby. If payment Payment Fund is to be made paid to a person Person other than the person Person in whose name a surrendered Certificate so surrendered is registered, it shall be a condition of to such payment that the Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes Taxes required by reason as a result of the such payment to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax Tax has been paid or is not applicablepayable. Until surrendered Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of each share of Company Common Stock represented by such Certificate, as contemplated by this Article. (f) After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration to be paid in respect of each share of Company Common Stock represented by such Certificate, as provided for, and in accordance with the provisions of procedures set forth, in this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger ConsiderationArticle 3. (cg) Any portion of the Exchange Payment Fund made available to the Exchange Agent which (and any interest or other income earned thereon) that remains unclaimed by the former shareholders holders of the shares of Company Common Stock one year after the Effective Time shall be delivered returned to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parentdemand, and any former shareholders such holder who has not exchanged each share of Company Common Stock for the Company Merger Consideration in accordance with this Section 3.02 prior to that time shall thereafter look only to Thyssen Holding the Surviving Corporation for payment of their claim for the Merger Consideration in respect of each such share without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of shares of Company Common Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. The Surviving Corporation shall pay all charges and expenses of the SharesPaying Agent. (h) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof each holder of shares of Company Common Stock or Company Stock Options who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, upon surrender of such holder’s Certificate(s), be entitled to receive from Parent an amount of cash (rounded down to the nearest whole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the Applicable Parent Stock Price.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Parent Purchaser or Merger Sub shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, deposit in trust for the benefit of the holders of Shares with a bank or trust company designated by Purchaser and approved by the Company (the “Paying Agent”), cash in United States dollars in an aggregate amount equal to the sum of the product of (A) the number of Shares issued and outstanding at the Effective Time (other than Shares owned by the Purchaser Companies, Shares held by the Company in treasury and Dissenting Shares, ) and (B) the funds necessary Per Share Consideration (such amount being hereinafter referred to as the “Payment Fund”). The Paying Agent shall make the payments contemplated by provided for in Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration 2.1 of this Agreement out of the Exchange Payment Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicablePromptly after the Effective Time, but no later than three (3) Business Days after the Effective Time, the Exchange Paying Agent shall mail or otherwise make available to each record holder of record (other than the Purchaser Companies, the Company and holders of certificates representing Shares referred to in Section 4.1(bDissenting Shares)) , as of a the Effective Time, of an outstanding certificate or certificates certificates, which immediately prior to the Effective Time Time, represented outstanding Shares (the "“Certificates") (i”) a form of letter of transmittal (transmittal, which shall specify that delivery shall be effectedin customary form, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment payments therefor. Upon surrender of Certificates for cancellation to the Exchange AgentPaying Agent of a Certificate, together with such letter of transmittal duly executed and any other required documentscompleted in accordance with the instructions thereon, the holder of such Certificates Certificate shall be entitled to receive for each in exchange therefor cash in an amount equal to the product of (i) the number of Shares represented by such Certificates Certificate and (ii) the Merger Per Share Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered such Certificate shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely No interest will be paid or accrued on the right to receive cash payable upon the Merger Consideration with respect to each surrender of the Shares represented therebyCertificates. If payment is to be made to a person other than the person in whose name a the Certificate so surrendered is registered, it shall may be a condition of payment that the Certificate so surrendered shall be properly endorsed and or accompanied by appropriate stock powers or otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or that such person shall establish to the satisfaction of the Exchange Agent Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b)2.3, each Certificate (other than Certificates representing Dissenting Shares referred to in Section 4.1(b)or Shares owned by any of the Purchaser Companies or the Company ) shall represent represent, for all purposes purposes, only the right to receivereceive the Per Share Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. Notwithstanding anything to the contrary in this Section 2.3, (x) Purchaser shall, as promptly as is reasonably practicable after the date hereof (and in no event later than ten (10) Business Days prior to the Closing), deliver to the Principal Stockholders such letter of transmittal and instructions for each Share represented therebyuse as would be required of holders of Certificates pursuant to the first sentence of this Section 2.3(b) and (y) so long as the Principal Stockholders complete such transmittal materials and deliver them to Purchaser at or prior to the Closing (it being understood and agreed that if Purchaser shall fail to deliver such transmittal materials to the Principal Stockholders no later than ten (10) Business Days prior to the Closing then in such event such letter of transmittal shall not be required to be completed by the Principal Stockholders), Purchaser shall pay and deduct from the Payment Fund, or cause the Paying Agent to pay, to the Principal Stockholders immediately after the Effective Time by wire transfer of immediately available funds, the Merger ConsiderationPer Share Consideration payable with respect to the Shares owned beneficially and of record by the Principal Stockholders upon surrender of the Certificates representing such Shares. (c) Any portion of the Exchange Payment Fund made available to the Exchange Agent which remains unclaimed by the former shareholders stockholders of the Company one year following the date which is two hundred seventy (270) days after the Effective Time shall be delivered repaid to Thyssen Holding the Surviving Corporation, the direct parent company of Newco, upon demand of Parentdemand, and any former shareholders stockholders of the Company who have not theretofore complied with Section 2.3(b) shall thereafter look only to Thyssen Holding 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 Per Share Consideration for Shares, without any interest thereon. Neither Purchaser nor the SharesSurviving Corporation shall be liable to any holder of Shares for any monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered prior to two years 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), any unclaimed funds payable with respect to such 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. The Paying Agent shall retain the right to invest and reinvest the Payment Fund on behalf of the Surviving Corporation (or the Purchaser, if applicable) in securities issued or guaranteed by the United States government or certificates of deposit of commercial banks that have, or are members of a group of commercial banks that has, consolidated total assets of not less than $500,000,000 and the Surviving Corporation (or the Purchaser, if applicable) shall receive the interest earned thereon or money market funds which are invested in the foregoing; provided, however, that no such investment, or any loss realized with respect to any such investment, will relieve Purchaser or Surviving Corporation, as applicable, from paying in full the Per Share Consideration, in accordance with the terms hereof, to each holder of Shares who complies with the terms hereof. (d) Purchaser or the Surviving Corporation, if applicable, shall be entitled to deduct and withhold, or cause to be deducted or withheld, from (i) the consideration otherwise payable pursuant to this Agreement to any holder of Shares or (ii) any other payment made pursuant to this ARTICLE II, such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of applicable state, local or foreign tax law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be (i) paid by the Surviving Corporation to the applicable tax authorities when due and (ii) treated for all purposes of this Agreement as having been paid to such Persons in respect of which such deduction and withholding was made.

Payment for Shares in the Merger. The manner of making payment for and conversion of Shares in the Merger shall be as follows: (a) At the Effective Time, Parent Buyer shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent")deposit, or such other exchange agent selected by Parent and reasonably acceptable shall cause to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 be deposited (the "Exchange Fund"), with or for the account of the Exchange Agent, for the benefit of those Persons who immediately prior to the Effective Time were the holders of Shares, cash in immediately available same-day funds payable as Merger Consideration. The Exchange Agent shall, pursuant to irrevocable instructions, deliver effect the Merger Consideration payments of cash provided for in Section 2.5 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent) and (ii) instructions for use in effecting surrendering the surrender of the Certificates Certificate for payment therefor. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates Certificate shall be entitled to receive for each of the Shares represented by such Certificates Certificate the Merger Consideration, without any interest thereon, less any required withholding of taxesConsideration pursuant to this Article 2, and the Certificates Certificate so surrendered shall forthwith be cancelled. The payment of the Merger Consideration shall be made by corporate check mailed within three Business Days after the surrender of such Certificate and the submission of such letter of transmittal; provided, that any shareholder holding in excess of 20% of the Shares shall be entitled to receive such payment by wire transfer of immediately available funds not later than one Business Day after such surrender and submission. Until so surrendered, such Certificates the Certificate shall represent solely the right to receive the Merger Consideration cash with respect to each of the Shares represented thereby. If payment any cash is to be made paid to a person any Person other than the person in whose name a Person to which the Certificate so surrendered is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the undistributed to former shareholders of the Company one year ASFC for 360 days after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoBuyer, upon demand of ParentBuyer, and any former shareholders of the Company ASFC shall thereafter look only to Thyssen Holding Corporation Buyer for payment of their claim for the Merger Consideration for the SharesConsideration.

Payment for Shares in the Merger. The manner of making payment for Shares shares in the Merger shall be as follows: (a) At the Effective Time, Parent Acquiror shall make available to X.X. Xxxxxx & Co. Inc. an exchange agent selected by Acquiror and reasonably acceptable to the Company (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of those persons who immediately prior to the Effective Time were the holders of SharesCompany Common Stock, Series C Stock, Series D Stock, or Convertible Preferred Stock, a sufficient number of certificates representing Acquiror Common Stock required to effect the funds necessary delivery of the aggregate Merger Consideration required to make be issued pursuant to Section 3.1 (the payments contemplated by Section 4.1 (certificates representing Acquiror Common Stock comprising such aggregate Merger Consideration being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructionsinstructions from the Acquiror, deliver the Merger Consideration Acquiror Common Stock contemplated to be issued pursuant to Section 3.1 and effect the sales provided for in Section 3.3 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)Acquiror and the Company) of a certificate or certificates (which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock, Series C Stock, Series D Stock or Convertible Preferred Stock (the "Certificates") ) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares shares of Company Common Stock, Series C Stock, Series D Stock and Convertible Preferred Stock formerly represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, Consideration and the Certificates so surrendered shall forthwith be cancelledcanceled; provided that for holders of shares of Convertible Preferred Stock, the Merger Consideration shall be delivered directly to the pledge agent under the Pledge Agreement, and provided further that, of the Merger Consideration deliverable to RHI in respect of shares of Company Common Stock held by RHI, a certificate for such number of shares of Acquiror Common Stock as equals the result of the Special Preferred Consideration divided by the Closing Date Market Price shall be delivered to RHI by delivery thereof directly to the pledge agent under the Pledge Agreement in substitution for the Special Preferred Consideration then held by such pledge agent, and, upon receipt by the pledge agent of such certificate to be held thereafter as pledged collateral under the Pledge Agreement, such Special Preferred Consideration will be released by such pledge agent to RHI. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration or the Special Preferred Consideration, as the case may be, and any cash in lieu of fractional Acquiror Common Stock as contemplated by Section 3.3 with respect to each of the Shares shares formerly represented thereby. No dividends or other distributions that are declared after the Effective Time on Acquiror Common Stock and payable to the holders of record thereof after the Effective Time will be paid to persons entitled by reason of the Merger to receive Acquiror Common Stock until such persons surrender their Certificates. Upon such surrender, there shall be paid to the Person in whose name the shares of the Acquiror Common Stock are issued any dividends or other distributions on such Acquiror Common Stock that shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender and such payment shall be made on such payment date. In no event shall the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions, except to the extent so paid to all stockholders of Acquiror. If payment any cash or any certificate representing Acquiror Common Stock is to be made paid to or issued in a person name other than that in which the person Certificate surrendered in whose name a Certificate so surrendered exchange therefor is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Acquiror Common Stock in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock, Series C Stock, Series D Stock or Convertible Preferred Stock for any Acquiror Common Stock or dividends thereon or, in accordance with Section 3.3, proceeds of the provisions sale of this Section 4.3(b)fractional interests, each Certificate (delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Acquiror Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other than Certificates representing Shares referred distributions paid or distributed with respect to in Section 4.1(b)) shall represent such Acquiror Common Stock for all purposes only the right to receive, for each Share represented thereby, account of the Merger Considerationpersons entitled thereto. (c) Certificates surrendered for exchange by any person constituting an affiliate of the Company for purposes of Rule 145 under the Securities Act shall not be exchanged for certificates representing Acquiror Common Stock until Acquiror has received a written agreement from such person as provided in Section 8.12. (d) Any portion of the Exchange Fund made available to and the Exchange Agent Fractional Securities Fund (as hereinafter defined) which remains unclaimed by the former shareholders stockholders of the Company for one year after the Effective Time shall be delivered by the Exchange Agent to Thyssen Holding Corporation, the direct parent company of NewcoAcquiror, upon demand of ParentAcquiror, and any former shareholders stockholders of the Company shall thereafter look only to Thyssen Holding Corporation Acquiror for payment of their claim for the Merger Consideration in respect of Company Common Stock or for any cash in lieu of fractional shares of Acquiror Common Stock. (e) At the SharesEffective Time, Acquiror shall deliver to RHI, as the holder of the Special Preferred Stock, by wire transfer to the pledge agent under the Pledge Agreement, as pledged collateral thereunder, the Special Preferred Consideration upon surrender of the certificates evidencing the Special Preferred Stock.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. First Chicago Trust Company of New York (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. 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 and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation for payment of their claim for the Merger Consideration for the Shares.,

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Prior to the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), designate a bank or such other exchange agent selected by Parent and trust company reasonably acceptable to the CompanyCompany to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of Shares shall become entitled pursuant to Section 4.1(a). Prior to the Effective Time, Parent shall deliver to the Paying Agent for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 4.1(a) (the "“Exchange Fund"”). The Exchange Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares; provided that such investments shall be limited to direct obligations of the United States of America, 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, commercial paper rated of the highest quality by Mxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, or certificates of deposit issued by a commercial bank having at least $1 billion in assets. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. (b) As soon as reasonably practicable, practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "“Certificates") ”) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxesTaxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. If payment is to be made to a person Person other than the person Person in whose name a Certificate so surrendered is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax Tax has been paid or is not applicable. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will pay the Merger Consideration in respect of such lost, stolen or destroyed Certificate. Until surrendered in accordance with the provisions of this Section 4.3(b4.4(b), each Certificate (other than Certificates formerly representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share formerly represented thereby, the Merger Consideration, without interest thereon, less any required withholding of taxes. (c) Any portion of At any time following the Exchange Fund date that is nine months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Exchange Paying Agent which remains unclaimed and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the former shareholders Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Company one year after Certificates held by them. Notwithstanding the Effective Time shall be delivered to Thyssen Holding Corporationforegoing, the direct parent company of Newco, upon demand none of Parent, and the Surviving Corporation or the Paying Agent shall be liable to any former shareholders holder of the Company shall thereafter look only to Thyssen Holding Corporation a Share for payment of their claim for the any Merger Consideration for the Sharesdelivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law.

Payment for Shares in the Merger. The manner of making payment for Shares (as defined below) in the Merger shall be as follows: (a) At On or prior to the Effective TimeClosing Date, Parent shall make available to X.X. Xxxxxx & Co. Inc. Harrxx Xxxst and Savings Bank (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, ) for the benefit of the holders of Company Shares, a sufficient number of certificates representing the funds necessary Parent Shares required to make effect the payments contemplated by delivery of the aggregate consideration in Parent Shares and cash for the Fractional Securities Fund (as defined in Section 4.3) required to be issued pursuant to Section 4.1 (collectively, the "Share Consideration" and the certificates representing the Parent Shares comprising such aggregate Share Consideration being referred to hereinafter as the "Stock Merger Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration Parent Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the Stock Merger Exchange Fund. The Stock Merger Exchange Fund shall not be used for any other purposepurpose than as set forth herein. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the "Certificates") ) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Company Shares represented by such Certificates the Merger Share Consideration, without any interest thereon, less any required withholding of taxesinterest, and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Share Consideration and any cash in lieu of fractional Parent Shares as contemplated by Section 4.3 with respect to each of the Company Shares represented thereby. If payment . (x) Xx any certificate representing Parent Shares is to be made to issued in a person name other than that in which the person Certificate surrendered in whose name a Certificate so surrendered exchange therefor is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Parent Shares in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered . (e) Notwithstanding the foregoing, neither the Exchange Agent nor any of the Parties shall be liable to a holder of Company Shares for any Parent Shares or dividends thereon, or, in accordance with Section 4.3, cash in lieu of fractional Parent Shares, delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the provisions Parent Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such Parent Shares for the account of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Considerationpersons entitled thereto. (cf) Any Subject to applicable law, any portion of the Stock Merger Exchange Fund made available to and the Exchange Agent Fractional Securities Fund (as defined in Section 4.3) which remains unclaimed by the former shareholders stockholders of the Company for one (1) year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholder of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their applicable claim for the Merger Share Consideration for the their Company Shares.. 4.3

Payment for Shares in the Merger. The manner of making payment for and conversion of Shares in the Merger shall be as follows: (a) At the Effective Time, Parent Buyer shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent")deposit, or such other exchange agent selected by Parent and reasonably acceptable shall cause to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 be deposited (the "Exchange Fund"), with or for the account of the Exchange Agent, for the benefit of those Persons who immediately prior to the Effective Time were the holders of Shares, cash in immediately available same-day funds payable as Merger Consideration. The Exchange Agent shall, pursuant to irrevocable instructions, deliver effect the Merger Consideration payments of cash provided for in Section 2.5 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent) and (ii) instructions for use in effecting surrendering the surrender of the Certificates Certificate for payment therefor. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates Certificate shall be entitled to receive for each of the Shares represented by such Certificates Certificate the Merger Consideration, without any interest thereon, less any required withholding of taxesConsideration pursuant to this Article 2, and the Certificates Certificate so surrendered shall forthwith forth-with be cancelled. The payment of the Merger Consideration shall be made by corporate check mailed within three Business Days after the surrender of such Certificate and the submission of such letter of transmittal; provided, that any shareholder holding in excess of 20% of the Shares shall be entitled to receive such payment by wire transfer of immediately available funds not later than one Business Day after such surrender and submission. Until so surrendered, such Certificates the Certificate shall represent solely the right to receive the Merger Consideration cash with respect to each of the Shares represented thereby. If payment any cash is to be made paid to a person any Person other than the person in whose name a Person to which the Certificate so surrendered is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the undistributed to former shareholders of the Company one year ASFC for 360 days after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoBuyer, upon demand of ParentBuyer, and any former shareholders of the Company ASFC shall thereafter look only to Thyssen Holding Corporation Buyer for payment of their claim for the Merger Consideration for the SharesConsideration.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Pursuant to an agreement in form and substance reasonably acceptable to the Company (the "Paying Agent Agreement") to be entered into on or before the Effective Time between Merger Sub and a paying agent (the "Paying Agent"), at or prior to the Effective Time, Parent Merger Sub shall make available deposit or cause to X.X. Xxxxxx & Co. Inc. (be deposited with the "Exchange Paying Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, in trust for the benefit of the holders of Shares, cash in immediately available funds in amounts requested by the funds necessary Paying Agent from time to make time sufficient to pay the payments contemplated by Merger Consideration to holders of Certificates in accordance with Section 4.1 4.2(b) (the "Exchange Merger Payment Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record (other than holders of certificates representing of Shares referred to in Section 4.1(b)4.1(c) or Dissenting Shares) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (in form and substance reasonably acceptable to the Company which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. If payment is to No interest on the Merger Consideration will be made paid. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a person other than the person in whose name a Certificate so surrendered is registered, it shall be a condition holder of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form Shares for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment Merger Consideration delivered to a person other than the registered holder of the Certificate surrendered, or shall establish public official pursuant to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Considerationapplicable escheat law. (c) Any portion of the Exchange Fund Merger Consideration made available to the Exchange Paying Agent which remains unclaimed by the former shareholders stockholders of the Company one year for six months after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholders of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their claim for the Merger Consideration for the Shares.

Payment for Shares in the Merger. The manner of making payment for and conversion of Shares in the Merger shall be as follows: (a) At the Effective Time, Parent the Purchaser shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, Agent for the benefit of those Persons who immediately prior to the Effective Time were the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 cash payable as Merger Consideration (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver effect the Merger Consideration payments of cash provided for in Section 3.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates Certificate for payment therefor. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates Certificate shall be entitled to receive for each of the Shares represented by such Certificates Certificate the Merger Consideration, without any interest thereon, less any required withholding of taxesConsideration pursuant to this Article 3, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates the Certificate shall represent solely the right to receive the Merger Consideration cash with respect to each of the Shares represented thereby. If payment any cash is to be made paid to a person any Person other than the person in whose name a Person to which the Certificate so surrendered is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the undistributed to former shareholders of the Company one year for 180 days after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoPurchaser, upon demand of Parentthe Purchaser, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation the Purchaser for payment of their claim for the Merger Consideration for the SharesConsideration.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), or such other an exchange agent selected by Parent and reasonably acceptable to the CompanyCompany (the "Exchange Agent"), for the benefit of those Persons who immediately prior to the Effective Time were the holders of Shares, a sufficient number of certificates representing Parent Common Shares required to effect the funds necessary delivery of the aggregate Share Consideration required to make the payments contemplated by be issued pursuant to Section 4.1 (the certificates representing Parent Common Shares comprising such aggregate Share Consideration being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration Parent Common Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b4.1(c)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, Share Consideration and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Share Consideration and any cash in lieu of fractional Parent Common Shares as contemplated by Section 4.3 with respect to each of the Shares represented thereby. If payment is to be made to a person No dividends or other than distributions that are declared on 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 Parent Common Shares and otherwise in proper form for transfer and that the person requesting such payment shall pay payable to the Exchange Agent any transfer or other taxes required holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the payment Merger to a person other than the registered holder of the Certificate surrenderedreceive Parent Common Shares until such Persons surrender their Certificates. Upon such surrender, or there shall establish be paid to the satisfaction of Person in whose name the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation for payment of their claim for the Merger Consideration for the Shares.Parent Common

Payment for Shares in the Merger. The manner of making payment for Shares and conversion of shares of the Company Common Stock in the Merger shall be as follows: (a) At As soon as practicable after the Effective Time, Parent shall make available send or cause to X.X. Xxxxxx & Co. Inc. (be sent a notice announcing the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit consummation of the holders Merger and summarizing the provisions of Shares, the funds necessary to make the payments contemplated by Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, after the Effective Time, the Exchange Agent shall mail Sections 3.1B and 3.2B to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates Certificate which immediately prior to the Effective Time represented outstanding Shares evidenced shares of the Company Common Stock and which was not previously surrendered. Such notice shall be accompanied by the form of transmittal letter and stock power referred to in Section 3.2B(b). (b) After the Effective Time, each holder of record of a certificate representing Canceled Company Stock (a "CertificatesCertificate") (other than a holder of Dissenting Shares) shall surrender such Certificate to Parent or its transfer agent (as specified in the notice from Parent) , together with (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) separate stock transfer powers duly endorsed by such holder and (ii) instructions for use in effecting the surrender a letter of the Certificates for payment therefor. transmittal from such holder. (c) Upon surrender of a Certificate or Certificates for cancellation to representing the Exchange Agentshares of the Company Common Stock in the manner provided in Section 3.2B(b), together with such letter of transmittal duly executed and any other required documents, the each holder of such Certificates shall be entitled to receive from Parent in exchange therefor a check for each the amount of cash into which the holder's shares of the Shares represented Company Common Stock previously evidenced by such Certificates Certificate(s) was converted in the Merger Considerationpursuant to Section 3.1B. Parent or its transfer agent shall issue such checks as soon as practicable following such surrender. In the event that any such holder's Certificates have been lost, stolen or destroyed, such holder will be entitled to receive the Cash Consideration only after providing an affidavit of loss and indemnity bond, in form satisfactory to Parent and its transfer agent. (d) Each Certificate which immediately prior to the Effective Time evidenced shares of the Company Common Stock (other than Dissenting Shares) shall, from and after the Effective Time until such Certificate is surrendered to Parent or its transfer agent, be deemed, for all corporate purposes, to evidence the right to receive that amount of cash described in Section 3.1B. Upon receipt of such Certificate by Parent or its transfer agent, there shall be paid to such holder, without interest, the amount of any interest thereon, less any required withholding cash payable to such holder pursuant to Section 3.1B. (e) Any holder of taxesthe Company Common Stock who has not exchanged his Certificates for Cash Consideration in accordance with this Section 3.2B within six months after the Effective Time shall have no further claim upon Parent's transfer agent, and the Certificates so surrendered shall forthwith be cancelledthereafter look only to Parent for payment in respect of his shares of Company Common Stock. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented therebyCash Consideration. If any Certificates entitled to payment is pursuant to be made to a person other than the person in whose name a Certificate so Section 3.1B shall not have been surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay prior to such date on which any payment in respect thereof would otherwise escheat to or become the Exchange Agent property of any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrenderedGovernmental Entity, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receivereceive Cash Consideration represented thereby shall, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed extent permitted by applicable law, be deemed to be canceled and no money or other property will be due to the former shareholders of the Company one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation for payment of their claim for the Merger Consideration for the Sharesholder thereof.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Parent O'Reilly shall make available to X.X. Xxxxxx & Co. Inc. deposit with ChaseMellon Shareholder Services, L.L.C. (the "Exchange Agent"), or such other exchange agent selected by Parent O'Reilly and reasonably acceptable to the CompanyHi-Lo, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 3.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, practicable after the Effective Time, but in any event no later than five (5) business days thereafter, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentAgent and shall be in such form and have such other customary provisions as O'Reilly and Hi-Lo may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed executed, and any such other documents as may reasonably be required documentsby the Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive for each of the Shares represented by such Certificates in exchange therefor the Merger Consideration, Consideration without any interest thereon, less any required applicable withholding of taxes, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the The Merger Consideration with respect to each of the Shares represented thereby. If payment is to thereby may be made paid to a person other than the person in whose name a the Certificate so surrendered is registered, it shall be a condition of payment that the registered if such Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person requesting such payment issuance shall pay to the Exchange Agent any transfer or other nonincome taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 4.3(b)3.3, each Certificate (other than Certificates representing Shares referred shall be deemed at any time after the Effective Time to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented therebyreceive upon such surrender thereof, the Merger ConsiderationConsideration with respect to each of the Shares represented thereby. (c) Any portion of the Exchange Fund made available which remains undistributed to the Exchange Agent which remains unclaimed by the former shareholders holders of the Company Certificates as of the date which is one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoO'Reilly, upon demand of Parentdemand, and any former shareholders holders of the Company Certificates who have not \theretofore complied with this Article III shall thereafter look only to Thyssen Holding O'Reilly or the Surviving Corporation for payment of their claim for Merger Consideration. (d) None of O'Reilly, Hi-Lo, Sub or the Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration, would otherwise escheat to or become the property of any govern mental body or authority) any such Merger Consideration, to the extent permitted by applicable law, shall become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. (e) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by O'Reilly, on a daily basis. Any interest and other income resulting from such investments shall be paid to O'Reilly. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration for the SharesConsideration.

Payment for Shares in the Merger. The manner of making payment for Shares and conversion of shares of the Company Common Stock in the Merger shall be as follows: (a) At As soon as practicable after the Effective Time, Parent shall make available send or cause to X.X. Xxxxxx & Co. Inc. (be sent a notice announcing the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit consummation of the holders Merger and summarizing the provisions of Shares, the funds necessary to make the payments contemplated by Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, after the Effective Time, the Exchange Agent shall mail Sections 3.1B and 3.2B to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates Certificate which immediately prior to the Effective Time represented outstanding Shares evidenced shares of the Company Common Stock and which was not previously surrendered. Such notice shall be accompanied by the form of transmittal letter and stock power referred to in Section 3.2B(b). (b) After the Effective Time, each holder of record of a certificate representing Canceled Company Stock (a "CertificatesCertificate") (other than a holder of Dissenting Shares) shall surrender such Certificate to Parent or its transfer agent (as specified in the notice from Parent) , together with (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) separate stock transfer powers duly endorsed by such holder and (ii) instructions for use in effecting the surrender a letter of the Certificates for payment therefor. transmittal from such holder. (c) Upon surrender of a Certificate or Certificates for cancellation to representing the Exchange Agentshares of the Company Common Stock in the manner provided in Section 3.2B(b), together with such letter of transmittal duly executed and any other required documents, the each holder of such Certificates shall be entitled to receive from Parent in exchange therefor a check for each the amount of cash into which the holder's shares of the Shares represented Company Common Stock previously evidenced by such Certificates Certificate(s) was converted in the Merger Considerationpursuant to Section 3.1B. Parent or its transfer agent shall issue such checks as soon as practicable following such surrender. In the event that any such holder's Certificates have been lost, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrenderedstolen or destroyed, such Certificates shall represent solely holder will be entitled to receive the Cash Consideration only after providing an affidavit of loss and indemnity bond, in form satisfactory to Parent and its transfer agent. (d) Each Certificate which immediately prior to the Effective Time evidenced shares of the Company Common Stock (other than Dissenting Shares) shall, from and after the Effective Time until such Certificate is surrendered to Parent or its transfer agent, be deemed, for all corporate purposes, to evidence the right to receive the Merger Consideration with respect to each that amount of the Shares represented thereby. 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 and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to cash described in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration3. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation for payment of their claim for the Merger Consideration for the Shares.

Payment for Shares in the Merger. The manner of making payment for Company Shares in the Merger shall be as follows: (a) At On or prior to the Effective TimeClosing Date, Parent shall make available to X.X. Xxxxxx & Co. Inc. Interwest Stock Transfer (the "“Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, ”) for the benefit of the holders of Company Shares, a sufficient number of shares of Parent Common required to effect the funds necessary delivery of the aggregate consideration in Parent Common required to make the payments contemplated by Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, be issued pursuant to irrevocable instructions, deliver the this Section 5 and cash in an amount sufficient for payment of any dividends or distributions to which holders of Company Shares may be entitled pursuant to Section 5.4(c) (“Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purposeConsideration”). (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders as of certificates representing Shares referred to in Section 4.1(b)the Effective Time) of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding Company Shares (the "“Certificates") ”) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforcertificates representing shares of Parent Common Stock pursuant to Section 5.1, and any dividends or other distributions pursuant to Section 5.4. Upon surrender of Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly completed and validly executed and any other required documentsin accordance with the instructions thereto, the holder holders of such Certificates shall be entitled to receive, in exchange therefor, certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Shares were converted pursuant to Section 5.1, a share of Parent Common Stock in lieu of fractional shares which such holders have the right to receive for each of the Shares represented by such Certificates the Merger Consideration, without pursuant to Section 5.2 and any interest thereon, less any required withholding of taxesdividends or other distributions payable pursuant to Section 5.4(c), and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed, from and after the Effective Time, to evidence only the ownership of the number of whole shares of Parent Common into which such Certificates shares of Company Shares shall represent solely have been so converted (including any voting, notice or other rights associated with the ownership of such shares of Parent Common under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive one share of Parent Common in lieu of the issuance of any fractional shares in accordance with Section 5.2 and any dividends or other distributions payable pursuant to Section 5.4(c). (c) No dividends or other distributions that are declared after the Effective Time on Parent Common and payable to the holders of record thereof after the Effective Time will be paid to persons entitled by reason of the Merger Consideration with respect to each of the Shares represented therebyreceive Parent Common until such persons surrender their Certificates as provided above. If payment is Upon such surrender, there shall be paid to be made to a person other than the person in whose name the Parent Common are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Parent Common between the Effective Time and the time of such surrender. After such surrender there shall be paid to the person in whose name the Parent Common are issued any dividends or other distributions on such Parent Common which shall have a record date after the Effective Time. In no event shall the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. (d) If any certificate representing Parent Common is to be issued in a name other than that in which the Certificate so surrendered in exchange therefor is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Parent Common in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (ce) Any Notwithstanding the foregoing, neither the Exchange Agent nor any of the Parties shall be liable to a holder of Company Shares for any Parent Common or dividends thereon delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such Parent Common for the account of the persons entitled thereto. (f) Subject to applicable law, any portion of the Exchange Fund made available to the Exchange Agent Merger Consideration which remains unclaimed by the former shareholders stockholders of the Company for one (1) year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholder of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their applicable claim for the Merger Share Consideration for the their Company Shares.

Payment for Shares in the Merger. The manner of making payment for American Shares in the Merger shall be as follows: (a) At On or prior to the Effective TimeClosing Date, Parent Marwich Nevada shall make available to X.X. Xxxxxx & Co. Inc. Corporation Stock Transfer (the "“Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, ”) for the benefit of the holders of American Shares, a sufficient number of certificates representing Marwich Nevada Shares required to effect the funds necessary delivery of the aggregate consideration in Marwich Nevada Shares and cash for the Fractional Securities Fund required to make be issued pursuant to this Section 5 (collectively, the payments contemplated by Section 4.1 (the "Exchange Fund"“Share Consideration”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration Marwich Nevada Shares contemplated to be issued pursuant to Section 5.1 and the fractional share payment provided for in Section 5.4 out of the Exchange FundShare Consideration. The Exchange Fund Share Consideration shall not be used for any other purposepurpose than as set forth herein. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding American Shares (the "“Certificates") ”) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares American Share represented by such Certificates the Merger Share Consideration, without any interest thereon, less any required withholding of taxesinterest, and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Share Consideration and any cash in lieu of fractional Marwich Nevada Shares as contemplated by Section 5.4 with respect to each of the American Shares represented thereby. (c) No dividends or other distributions that are declared after the Effective Time on Marwich Nevada Shares and payable to the holders of record thereof after the Effective Time will be paid to persons entitled by reason of the Merger to receive Marwich Nevada Shares until such persons surrender their Certificates as provided above. If payment is Upon such surrender, there shall be paid to be made to a person other than the person in whose name the Marwich Nevada Shares are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Marwich Nevada Shares between the Effective Time and the time of such surrender. After such surrender there shall be paid to the person in whose name the Marwich Nevada Shares are issued any dividends or other distributions on such Marwich Nevada Shares which shall have a record date after the Effective Time. In no event shall the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. (d) If any certificate representing Marwich Nevada Shares is to be issued in a name other than that in which the Certificate so surrendered in exchange therefor is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Marwich Nevada Shares in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered . (e) Notwithstanding the foregoing, neither the Exchange Agent nor any of the Parties shall be liable to a holder of American Shares for any Marwich Nevada Shares or dividends thereon, or, in accordance with Section 5.4, cash in lieu of fractional Marwich Nevada Shares, delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the provisions Marwich Nevada Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such Marwich Nevada Shares for the account of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Considerationpersons entitled thereto. (cf) Any Subject to applicable law, any portion of the Stock Merger Exchange Fund made available to and the Exchange Agent Fractional Securities Fund which remains unclaimed by the former shareholders stockholders of the Company American for one (1) year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoMarwich Nevada, upon demand of ParentMarwich Nevada, and any former shareholders stockholder of the Company American shall thereafter look only to Thyssen Holding Corporation Marwich Nevada for payment of their applicable claim for the Merger Share Consideration for the their American Shares.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) Prior to the mailing of the Proxy Statement, Parent shall appoint an agent (the "Paying Agent") reasonably acceptable to the Company for the purpose of exchanging certificates (the "Certificates") representing shares of the Company Common Stock for the Merger Consideration. At the Effective Time, Parent or Purchaser shall make available to X.X. Xxxxxx & Co. Inc. (deposit with the "Exchange Paying Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, in trust for the benefit of the holders Company's stockholders, cash in immediately available funds sufficient to pay the Merger Consideration to be paid in respect of Shares, the funds necessary each share of Company Common Stock (such cash being hereinafter referred to make the payments contemplated by Section 4.1 (as the "Exchange Payment Fund"); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligation to pay the aggregate Merger Consideration pursuant to Section 3.01(a). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificates. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder of shares of Company Common Stock will demand appraisal rights with respect to such shares. (b) As soon as reasonably practicable, practicable after the Effective Time, Parent will cause the Exchange Paying Agent shall mail to send to each holder of record shares of Company Common Stock at the Effective Time (other than holders of certificates representing Shares Certificates referred to in Section 4.1(b)3.01(b) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (iSection 3.03) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPaying Agent and will be in such form and have such other provisions as Parent and the Company reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the . (c) Each holder of such Certificates shall be entitled to receive for each shares of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely Company Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of a Certificate, together with a properly completed letter of transmittal, the Merger Consideration in respect of each share of Company Common Stock represented by such Certificate. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to each receive such Merger Consideration. No interest will be paid or will accrue on the Merger Consideration payable upon surrender of any Certificate. (d) If any portion of the Shares represented thereby. If payment Payment Fund is to be made paid to a person Person other than the person Person in whose name a surrendered Certificate so surrendered is registered, it shall be a condition of to such payment that the Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes Taxes required by reason as a result of the such payment to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax Tax has been paid or is not applicablepayable. Until surrendered in accordance Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the provisions making of this Section 4.3(b)such payment under any provision of federal, each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) state, local or foreign Tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall represent be treated for all purposes only of this Agreement as having been paid to the right holder of the shares of Company Common Stock in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to receivebe lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for each Share represented therebysuch lost, stolen or destroyed Certificate, the Merger ConsiderationConsideration to be paid in respect of each share of Company Common Stock represented by such Certificate, as contemplated by this Article. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation for payment of their claim for the Merger Consideration for the Shares.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At From time to time on or after the Effective Time, Parent shall make available deposit or cause to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), be deposited with a bank or such other exchange agent trust company selected by Parent and reasonably acceptable to the Company, Company (the "Paying Agent") for the benefit of the holders of Shares, funds in the funds amounts and at the times necessary to make the payments contemplated by Section 4.1 3.1 (the "Exchange Payment Fund"). The Exchange Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Payment Fund. (b) The Paying Agent shall invest the Payment Fund as directed by Parent or Newco. All earnings thereon shall inure to the benefit of Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Section 3.1 and this Section 3.3, Parent shall in any event be liable for payment thereof. The Exchange Payment Fund shall not be used for any other purposepurpose except as expressly provided in this Agreement. (bc) As soon as reasonably practicable, practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record (other than holders of certificates representing Dissenting Shares and for Shares referred to in Section 4.1(b3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. 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 and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b3.3(c), each Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares referred to in Section 4.1(b3.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration, without interest, less any required withholding of taxes. (cd) Any portion of the Exchange Payment Fund made available to the Exchange Paying Agent which remains unclaimed by the former shareholders stockholders of the Company for one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholders of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their claim for the Merger Consideration for the Shares. (e) Neither the Paying Agent nor any party to this Agreement shall be liable to any stockholder of the Company or holder of any Option (as defined below) for any Shares, any Options, the Merger Consideration or cash delivered to a public official pursuant to and in accordance with any abandoned property, escheat or similar law. If any Certificates shall not have been surrendered immediately prior to the date on which any Merger Consideration 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 law, become the property of the Surviving Corporation. (f) Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any stockholder of the Company or Option holder such amounts as Parent, the Surviving Corporation or the Paying Agent in good faith reasonably determines are required to be deducted and withheld with respect to the making of such payment under the Code (as defined in Section 4.9(h)), or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the stockholder or Option holder in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Prior to the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. appoint an agent (the "Exchange Paying Agent"), or such other exchange agent selected by Parent and ) located in the United States reasonably acceptable to the Company, Company for the benefit purpose of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 exchanging certificates representing Shares (the "Exchange Certificates") for the Merger Consideration. Parent shall make available or cause to be made available from time to time to the Paying Agent amounts sufficient to provide all funds necessary for the Paying Agent to make payments pursuant to Section 3.03(c) (such cash being hereinafter referred to as the "Payment Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of record of Shares. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of record of Shares. (b) As soon as reasonably practicable, practicable after the Effective Time, Parent will cause the Exchange Paying Agent shall mail to send to each holder of record of Shares at the Effective Time (other than holders of certificates representing Shares referred to in Section 4.1(b3.01(a)(iii)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates representing such Shares to the Exchange AgentPaying Agent and will be in such form and have such other provisions as Parent reasonably specifies) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) for payment therefor. Upon surrender of Certificates the Merger Consideration for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding thereby. (c) Each holder of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely record of Shares that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of one or more Certificates, together with a properly completed letter of transmittal, the Merger Consideration, without interest thereon, in respect of each Share represented by such Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to each receive such Merger Consideration. No interest shall be paid or accrued on any amount payable upon surrender of any Certificate. (d) If any portion of the Shares represented thereby. If payment Merger Consideration is to be made paid to a person Person (as hereinafter defined) other than the person Person in whose name a the surrendered Certificate so surrendered is registered, it shall be a condition of to such payment that the Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes required by reason as a result of the such payment to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicablepayable. (e) Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. Until surrendered If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article 3. (g) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the provisions of procedures set forth, in this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger ConsiderationArticle 3. (ch) Any portion of the Exchange Payment Fund made available to the Exchange Agent which (and any interest or other income earned thereon) that remains unclaimed by the former shareholders holders of the Company Shares one year after the Effective Time shall be delivered paid by the Paying Agent to Thyssen Holding the Surviving Corporation, the direct parent company of Newco, upon demand of Parentdemand, and any former shareholders of such holder who has not exchanged Shares for the Company Merger Consideration in accordance with this Section 3.03 prior to that time shall thereafter look only to Thyssen Holding the Surviving Corporation for payment of their claim for the Merger Consideration in respect of such Shares, without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. (i) The Surviving Corporation shall pay all charges and expenses of the SharesPaying Agent.

Payment for Shares in the Merger. The manner of making payment ---------------------------------------------- for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Parent Falcon shall make available to X.X. Xxxxxx & Co. Inc. deposit with or for the account of a bank or trust company having net capital of not less than $100,000,000 and designated by Falcon (the "Exchange Payment Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 3.1 (the "Exchange Payment Fund"). The Exchange Payment Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Payment Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, practicable after the Effective Time, but in any event no later than five (5) business days thereafter, the Exchange Payment Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPayment Agent and shall be in such form and have such other customary provisions as Falcon shall specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Payment Agent, together with such letter of transmittal transmittal, duly executed executed, and any such other documents as may reasonably be required documentsby the Payment Agent, the holder of such Certificates Certificate shall be entitled to receive for each of the Shares represented by such Certificates in exchange therefor the Merger Consideration, Consideration without any interest thereon, less any required applicable withholding of taxes, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the The Merger Consideration with respect to each of the Shares represented thereby. If payment is to thereby may be made paid to a person other than the person in whose name a the Certificate so surrendered is registered, it shall be a condition of payment that the registered if such Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person requesting such payment issuance shall pay to the Exchange Agent any transfer or other nonincome taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Payment Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 4.3(b)3.3, each Certificate (other than Certificates representing Shares referred shall be deemed at any time after the Effective Time to in Section 4.1(b)) shall represent for all purposes only the right to receive, for upon such surrender thereof, the Merger Consideration with respect to each Share of the Shares represented thereby, the Merger Considerationwithout interest. (c) Any portion of the Exchange Payment Fund made available which remains undistributed to the Exchange Agent which remains unclaimed by the former shareholders holders of the Company Certificates as of the date which is one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoFalcon, upon demand of Parentdemand, and any former shareholders holders of the Company Certificates who have not theretofore complied with this Article III shall thereafter look only to Thyssen Holding Falcon or the Surviving Corporation for payment of their claim for Merger Consideration. (d) None of Falcon, Xxxxxx Xxxxxxxx, Sub or the Payment Agent shall be liable to any person in respect of any cash from the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or become the property of any governmental body or authority), any such Merger Consideration, to the extent permitted by applicable law, shall become the property of the Surviving Corporation, free and clear of all claims and interest of any person previously entitled thereto. (e) The Payment Agent shall invest any cash included in the Payment Fund on a daily basis as directed by Falcon. Any interest and other income resulting from such investments shall be paid to Falcon. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Payment Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration for the SharesConsideration.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. The Bank of Boston (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, Company for the benefit of the holders of Shares, a sufficient number of certificates representing Parent Common Shares required to effect the funds necessary delivery of the aggregate Share Consideration required to make the payments contemplated by be issued pursuant to Section 4.1 (the certificates representing Parent Common Shares comprising such aggregate Share Consideration being hereinafter referred to as the "Stock Merger Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration Parent Common Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the Stock Merger Exchange Fund. The Stock Merger Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b4.1(c)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, Share Consideration and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Share Consideration and any cash in lieu of fractional Parent Common Shares as contemplated by Section 4.3 with respect to each of the Shares represented thereby. If payment is No dividends or other distributions that are declared after the Effective Time on Parent Common Shares and payable to the holders of record thereof after the Effective Time will be made paid to a person other than persons entitled by reason of the Merger to receive Parent Common Shares until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the Parent Common Shares are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Parent Common Shares between the Effective Time and the time of such surrender. After such surrender there shall be paid to the person in whose name the Parent Common Shares are issued any dividends or other distributions on such Parent Common Shares which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender and such payment shall be made on such payment date. In no event shall the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. If any certificate representing Parent Common Shares is to be issued in a name other than that in which the Certificate so surrendered in exchange therefor is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Parent Common Shares in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Parent Common Shares or dividends thereon, or, in accordance with Section 4.3, cash in lieu of fractional Parent Common Shares, delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the provisions of this Section 4.3(b)Parent Common Shares held by it from time to time hereunder, each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) except that it shall represent for receive and hold all purposes only the right to receive, for each Share represented thereby, the Merger Consideration.5 (c) Any portion of the Stock Merger Exchange Fund made available to and the Exchange Agent Fractional Securities Fund (as defined in Section 4.3) which remains unclaimed by the former shareholders stockholders of the Company one year for two years after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholders of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their claim for the Merger Share Consideration for the Shares or for any cash in lieu of fractional shares of Parent Common Shares.

Payment for Shares in the Merger. The manner of making payment for Shares shares in the Merger shall be as follows: (a) At the Effective Time, Parent Acquiror shall make available to X.X. Xxxxxx & Co. Inc. an exchange agent selected by Acquiror (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of those persons who immediately prior to the Effective Time were the holders of SharesCompany Common Stock, a sufficient number of certificates representing Acquiror Common Stock required to effect the funds necessary delivery of the aggregate Merger Consideration required to make be issued pursuant to Section 3.1(a) (the payments contemplated by Section 4.1 (certificates representing Acquiror Common Stock comprising such aggregate Merger Consideration being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructionsinstructions from Acquiror, deliver the Merger Consideration Acquiror Common Stock contemplated to be issued pursuant to Section 3.1(a) and effect the sales provided for in Section 3.3 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)Acquiror and the Company) of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Share Certificates") , (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Share Certificates for payment therefor. Upon surrender of Share Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Share Certificates shall be entitled to receive the Merger Consideration for each of the Shares shares of Company Common Stock formerly represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxesShare Certificates, and the Share Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Share Certificates shall represent solely the right to receive the Merger Consideration and any cash in lieu of fractional shares of Acquiror Common Stock as contemplated by Section 3.3 with respect to each of the Shares shares formerly represented thereby. No dividends or other distributions that are declared after the Effective Time on Acquiror Common Stock and payable to the holders of record thereof after the Effective Time will be paid to persons entitled by reason of the Merger to receive Acquiror Common Stock until such persons surrender their Share Certificates. Upon such surrender, there shall be paid to the Person in whose name the shares of the Acquiror Common Stock are issued any dividends or other distributions on such Acquiror Common Stock that shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender and such payment shall be made on such payment date. In no event shall the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions, except to the extent so paid to all stockholders of Acquiror. If payment any cash or any certificate representing Acquiror Common Stock is to be made paid to or issued in a person name other than that in which the person Share Certificate surrendered in whose name a Certificate so surrendered exchange therefor is registered, it shall be a condition of payment such exchange that the Share Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Acquiror Common Stock in a person name other than that of the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock for any Acquiror Common Stock or dividends thereon or, in accordance with Section 3.3, proceeds of the provisions sale of this Section 4.3(b)fractional interests, each Certificate (delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Acquiror Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other than Certificates representing Shares referred distributions paid or distributed with respect to in Section 4.1(b)) shall represent such Acquiror Common Stock for all purposes only the right to receive, for each Share represented thereby, account of the Merger Considerationpersons entitled thereto. (c) Each certificate, which immediately prior to the Effective Time represented outstanding Warrants (each a "Warrant Certificate") or Convertible Notes (each a "Note Certificate"), shall as of the Effective Time become a certificate representing Acquiror Warrants (each an "Acquiror Warrant Certificate") pursuant to Section 3.1(f) or Amended Convertible Notes (each a "New Note Certificate") pursuant to Section 3.1(g), unless surrendered for cancellation or transfer, and after the Effective Time, conversions into Acquiror Common Stock available to a holder of record of the Warrants or Convertible Notes may be made, regardless of whether such holder has surrendered his, her or its Warrant or Note Certificate(s). At the Effective Time, Acquiror shall make available to the transfer agent (the "Warrant Agent"), which served for the benefit of those persons who or which immediately prior to the Effective Time were the holders of Warrants, a sufficient number of Acquiror Warrant Certificates equal to the number of Warrant Certificates. At the Effective Time, Acquiror shall cause the Company to make available to United Bank (formerly First Trust National Association), as trustee (the "Trustee") under the Indenture, dated as of July 15, 1996 (the "Indenture"), between the Company and First Trust National Association, a sufficient number of New Note Certificates equal to the number of Note Certificates representing up to 10% of the aggregate principal amount of the Convertible Notes outstanding as of the date hereof that have not been converted in accordance with Section 9.2(h) below. Upon surrender of Warrant or Note Certificates for cancellation or transfer to the Warrant Agent or Trustee, (i) the holder of such Warrant or Note Certificates shall be entitled to receive Acquiror Warrant Certificates formerly represented by such Warrant Certificates or New Note Certificates formerly represented by such Note Certificates; (ii) the Warrant Agent or Trustee shall, pursuant to irrevocable instructions from Acquiror or the Company, respectively, deliver Acquiror Warrant Certificates or New Note Certificates; and (iii) the Warrant or Note Certificates so surrendered shall forthwith be canceled. The Warrant Agent or Trustee shall not be entitled to exercise any rights of ownership with respect to Acquiror Warrant Certificates or New Note Certificates, respectively, held by it from time to time hereunder. (d) Share Certificates surrendered for exchange by any person constituting an affiliate of the Company for purposes of Rule 145 under the Securities Act shall not be exchanged for certificates representing Acquiror Common Stock until Acquiror has received a written agreement from such person as provided in Section 8.11. (e) Any portion of the Exchange Fund made available to and the Exchange Agent Fractional Securities Fund (as hereinafter defined) which remains unclaimed by the former shareholders of the Company for one year after the Effective Time shall be delivered by the Exchange Agent to Thyssen Holding Corporation, the direct parent company of NewcoAcquiror, upon demand of ParentAcquiror, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation Acquiror for payment of their claim claims for the Merger Consideration in respect of Company Common Stock or for the Sharesany cash in lieu of fractional shares of Acquiror Common Stock.

Payment for Shares in the Merger. The manner of making payment for and conversion of Shares in the Merger shall be as follows: (a) At the Effective Time, Parent Buyer shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent")deposit, or such other exchange agent selected by Parent and reasonably acceptable shall cause to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 be deposited (the "Exchange Fund"), with or for the account of the Exchange Agent, for the benefit of those Persons who immediately prior to the Effective Time were the holders of Shares, cash in immediately available same-day funds payable as Merger Consideration. The Exchange Agent shall, pursuant to irrevocable instructions, deliver effect the Merger Consideration payments of cash provided for in Section 2.5 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates surrendering such Certificate for payment therefor. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent, together with such a letter of transmittal duly executed and any other required documents, the holder of such Certificates Certificate shall be entitled to receive for each of the Shares represented by such Certificates Certificate the Merger Consideration, without any interest thereon, less any required withholding of taxesConsideration pursuant to this Article 2, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. The payment of the Merger Consideration shall be made by corporate check mailed within three Business Days after the surrender of such Certificate and the submission of such letter of transmittal; provided, that any shareholder holding in excess of 10% of the Shares (determined on the basis that all Preferred Shares had been converted into Common Shares) shall be entitled to receive such payment by wire transfer of immediately available funds not later than one Business Day after such surrender and submission. Until so surrendered, such Certificates each Certificate shall represent solely the right to receive the Merger Consideration cash with respect to each of the Shares represented thereby. If payment any cash is to be made paid to a person any Person other than the person in whose name a Person to which the Certificate so surrendered is registered, it shall be a condition of such payment that the such Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the undistributed to former shareholders of the Company one year for 365 days after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoBuyer, upon demand of ParentBuyer, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation Buyer for payment of their claim for the Merger Consideration for the SharesConsideration.

Payment for Shares in the Merger. The manner of making payment of the Merger Consideration for Shares shares of Company Common Stock in the Merger shall be as follows: (a) At Prior to the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), designate a bank or such other exchange agent selected by Parent and trust company reasonably acceptable to the Company, for the benefit of the holders of Shares, the funds necessary Company to make the payments contemplated by Section 4.1 act as paying agent (the "Exchange FundPAYING AGENT"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver ) in effecting the exchange for the Merger Consideration out of certificates (the Exchange Fund"CERTIFICATES") that, prior to the Effective Time, represented Shares. The Exchange Fund Prior to the Effective Time, Purchaser shall not be used for any other purposemake available to the Paying Agent funds sufficient to pay the Merger Consideration to holders of Certificates in accordance with Section 3.01(c); provided, however, that no such availability shall relieve Parent or Purchaser of its obligations to pay the Merger Consideration pursuant to Section 3.01(c). (b) As soon as reasonably practicable, practicable after the Effective Time, Purchaser shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate (other than holders of certificates representing Shares Certificates referred to in Section 4.1(b3.01(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (in form and substance reasonably acceptable to the Company, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) for payment therefor. Upon surrender of Certificates a Certificate(s) for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates Certificate(s) shall be entitled to receive for each of the Shares represented by such Certificates Certificate(s) the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates Certificate(s) so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely In the right to receive the Merger Consideration with respect to each event of the Shares represented thereby. 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 transfer of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (c) Any portion of the Exchange Fund made available to the Exchange Agent which remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation for payment of their claim for the Merger Consideration for the Shares.ownership

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), or such other an exchange agent selected by Parent and reasonably acceptable to the CompanyCompany (the "Exchange Agent"), for the benefit of those Persons who immediately prior to the Effective Time were the holders of Shares, a sufficient number of certificates representing Parent Common Shares required to effect the funds necessary delivery of the aggregate Share Consideration required to make the payments contemplated by be issued pursuant to Section 4.1 (the certificates representing Parent Common Shares comprising such aggregate Share Consideration being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration Parent Common Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b4.1(c)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, Share Consideration and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Share Consideration and any cash in lieu of fractional Parent Common Shares as contemplated by Section 4.3 with respect to each of the Shares represented thereby. No dividends or other distributions that are declared on the Parent Common Shares and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive Parent Common Shares until such Persons surrender their Certificates. Upon such surrender, there shall be paid to the Person in whose name the Parent Common Shares are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Parent Common Shares between the Effective Time and the time of such surrender. After such surrender, there shall be paid on the applicable payment date, to the Person in whose name the Parent Common Shares are issued, any dividends or other distributions on such Parent Common Shares which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. If payment any cash or any certificate representing Parent Common Shares is to be made paid to or issued in a person name other than that in which the person Certificate surrendered in whose name a Certificate so surrendered exchange therefor is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Parent Common Shares in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Parent Common Shares or dividends thereon or other distributions with respect thereto or, in accordance with Section 4.3, proceeds of the provisions sale of this Section 4.3(b)fractional interests, each Certificate (delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Shares held by it from time to time hereunder, except that, subject to applicable escheat law, it shall receive and hold all dividends or other than Certificates representing distributions paid or distributed with respect to such Parent Common Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, account of the Merger ConsiderationPersons entitled thereto. (c) Certificates surrendered for exchange by any Person constituting a Rule 145 Affiliate of the Company shall not be exchanged for certificates representing Parent Common Shares until Parent has received a written agreement from such Person as provided in Section 7.9. (d) Any portion of the Exchange Fund made available and the Fractional Securities Fund (and any dividends or other distributions with respect to such portion of the Exchange Agent Fund) which remains unclaimed by the former shareholders stockholders of the Company for one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholders of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their claim for the Merger Share Consideration (and any such dividends or other distributions) or for the any cash in lieu of fractional Parent Common Shares. (e) In the event that any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person 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 such Certificate, Parent will, in exchange for such lost, stolen or destroyed Certificate, issue or cause to be issued the number of Parent Common Shares and pay or cause to be paid any amounts deliverable in respect thereof pursuant to this Article IV.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available deposit or cause to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), be deposited with a bank or such other exchange agent trust company selected by Parent and reasonably acceptable to the Company, Company (the "Paying Agent") for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 3.1 (the "Exchange Payment Fund"). The Exchange Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Payment Fund. The Exchange Payment Fund shall not be used for any other purpose. (b) The Paying Agent shall invest the Payment Fund as directed by Parent or Newco in obligations of, or guaranteed by, the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investor Services or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital exceeding $200 million, in each case with maturities not exceeding seven days. Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of the aforementioned investments. All earnings thereon shall inure to the benefit of Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Section 3.1 and this Section 3.2, Parent shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement. (c) As soon as reasonably practicable, practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record (other than holders of certificates representing Dissenting Shares and for Shares referred to in Section 4.1(b3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. 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 and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. Until On and after the Effective Time, until surrendered in accordance with the provisions of this Section 4.3(b3.2(c), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)Dissenting Shares) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Consideration. (cd) Any portion of the Exchange Payment Fund made available to the Exchange Paying Agent which remains unclaimed by the former shareholders of the Company for one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their claim for the Merger Consideration for the Shares. (e) Neither the Paying Agent nor any party to this Agreement shall be liable to any shareholder of the Company or holder of any Option (as defined below) for any Shares, any Options, the Merger Consideration or cash delivered to a public official pursuant to and in accordance with any abandoned property, escheat or similar law. (f) The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any shareholder of the Company or Option holder such amounts as the Company reasonably and in good faith determines are required to be deducted and withheld with respect to the making of such payment under the Code (as defined below), or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the shareholder or Option holder in respect of which such deduction and withholding was made by the Paying Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or immediately after the Effective Time, Parent shall make available deliver to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), or such other exchange a paying agent selected by Parent and reasonably acceptable to the CompanyCompany (the “Paying Agent”), for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 3.1 (the "Exchange “Payment Fund"”). The Exchange Agent shallParent shall cause the Paying Agent, pursuant to irrevocable instructions, to deliver the Merger Consideration out of the Exchange Payment Fund. The Exchange Payment Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail (i) to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b3.1(b)) of a certificate or certificates which that immediately prior to the Effective Time represented outstanding Shares (the "“Certificates") ”): (iA) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates for payment therefor, and (ii) to each holder of Book-Entry Shares instructions for use in effecting the surrender of non-certificated Shares held in book-entry form (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly executed and any other required documents, or surrender of Book-Entry Shares, the holder of such Certificates shall or Book-Entry Shares will be entitled to receive for each of the Shares formerly represented by such Certificates or Book-Entry Shares, the Merger Consideration, without any interest thereon, less any required withholding of taxesTaxes, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented therebycanceled. If payment is to be made to a person Person other than the person Person in whose name a Certificate so surrendered is registered, it shall will be a condition of payment that the Certificate so surrendered shall must be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall must pay to the Exchange Paying Agent any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall must establish to the satisfaction of the Exchange Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b3.2(b), each Certificate (other than Certificates formerly representing Shares referred to held in Section 4.1(b)the Company’s treasury or by Merger Sub, or by any Subsidiary of the Company or Merger Sub) shall and Book-Entry Share will represent for all purposes only the right to receive, for each Share formerly represented thereby, the Merger Consideration, without interest thereon, less any required withholding of Taxes. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation or the Paying Agent, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion of the Exchange Payment Fund made available to the Exchange Paying Agent which that remains unclaimed by the former shareholders of the Company for one year after the Effective Time shall may be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders of the Company shall may thereafter look only to Thyssen Holding Corporation Parent (subject to abandoned property, escheat or other similar Laws) for payment of their claim for the Merger Consideration Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any monies delivered from the SharesPayment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Shares shall not have been surrendered prior to such 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, any unclaimed funds payable with respect to such Shares 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.

Payment for Shares in the Merger. The manner of making payment for Shares in A. UWS or such person as it shall select shall act as the Merger shall be as follows: paying agent (a) At the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Paying Agent"), or such other exchange agent selected by Parent and reasonably acceptable to . Within three (3) business days after the Company, for the benefit of the holders of SharesClosing Date, the funds necessary to make the payments contemplated by Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, after the Effective Time, the Exchange Paying Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") Certificates (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive from the Paying Agent and the Paying Agent shall pay for each of the Shares represented by such Certificates the Merger Consideration, without Consideration together with any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. as provided in Section 1.8.C. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. No interest shall be paid or accrue on the Merger Consideration payable upon surrender of the Certificates other than as provided in Section 1.8.C. If any payment of the Merger Consideration is to be made to a person other than the person one in whose name a the Certificate so surrendered in exchange therefor is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Paying Agent any applicable transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrenderedsimilar taxes, or shall establish to the satisfaction of the Exchange Paying Agent that any such tax has been paid or is not applicable. Until surrendered in accordance Notwithstanding the foregoing, neither UWS nor any party hereto shall be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to applicable escheat law. In the event UWS selects a person to be the Paying Agent, UWS shall on or before the Merger Effective Time deposit with such person on behalf of Subsidiary a cash payment equal to the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to Merger Price or portion thereof determined as provided in Section 4.1(b)) 1.8.C hereof. UWS shall represent for pay all purposes only fees and expenses of any such person it selects to be the right to receive, for each Share represented thereby, the Merger ConsiderationPaying Agent. (c) B. Any portion of the Exchange Fund made available to the Exchange Agent Merger Price which remains unclaimed by the former shareholders Shareholders of the Holding Company one year for six (6) months after the Effective Time Closing Date shall be delivered retained by or returned to Thyssen Holding Corporation, the direct parent company of Newco, upon demand of Parent, UWS and any former shareholders of the Company Shareholders shall thereafter look only to Thyssen Holding Corporation UWS for payment of their claim for the Merger Consideration for the their Shares. C. UWS shall be entitled to deduct and withhold from any Merger Consideration payable pursuant hereto such amounts as UWS is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or any provision of State, local or foreign tax law. To the extent that amounts are withheld by UWS, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by UWS.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Prior to the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. appoint an agent (the "Exchange AgentPAYING AGENT"), or such other exchange agent selected by Parent and ) located in the United States reasonably acceptable to the Company, Company for the benefit purpose of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 exchanging certificates representing Shares (the "Exchange FundCERTIFICATES") for the Merger Consideration. Parent shall make available or cause to be made available from time to time to the Paying Agent amounts sufficient to provide all funds necessary for the Paying Agent to make payments pursuant to Section 3.03(c) (such cash being hereinafter referred to as the "PAYMENT FUND"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of record of Shares. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of record of Shares. (b) As soon as reasonably practicable, practicable after the Effective Time, Parent will cause the Exchange Paying Agent shall mail to send to each holder of record of Shares at the Effective Time (other than holders of certificates representing Shares referred to in Section 4.1(b3.01(a)(iii)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates representing such Shares to the Exchange AgentPaying Agent and will be in such form and have such other provisions as Parent reasonably specifies) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) for payment therefor. Upon surrender of Certificates the Merger Consideration for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding thereby. (c) Each holder of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely record of Shares that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of one or more Certificates, together with a properly completed letter of transmittal, the Merger Consideration, without interest thereon, in respect of each Share represented by such Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to each receive such Merger Consideration. No interest shall be paid or accrued on any amount payable upon surrender of any Certificate. (d) If any portion of the Shares represented thereby. If payment Merger Consideration is to be made paid to a person Person (as hereinafter defined) other than the person Person in whose name a the surrendered Certificate so surrendered is registered, it shall be a condition of to such payment that the Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes required by reason as a result of the such payment to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicablepayable. (e) Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. Until surrendered If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article 3. (g) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the provisions of procedures set forth, in this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger ConsiderationArticle 3. (ch) Any portion of the Exchange Payment Fund made available to the Exchange Agent which (and any interest or other income earned thereon) that remains unclaimed by the former shareholders holders of the Company Shares one year after the Effective Time shall be delivered paid by the Paying Agent to Thyssen Holding the Surviving Corporation, the direct parent company of Newco, upon demand of Parentdemand, and any former shareholders of such holder who has not exchanged Shares for the Company Merger Consideration in accordance with this Section 3.03 prior to that time shall thereafter look only to Thyssen Holding the Surviving Corporation for payment of their claim for the Merger Consideration in respect of such Shares, without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. (i) The Surviving Corporation shall pay all charges and expenses of the SharesPaying Agent.

Payment for Shares in the Merger. The manner of making payment for Shares Company Common Stock in the Merger shall be as follows: (a) At On the Effective TimeDate, Parent shall make available to X.X. Xxxxxx & Co. Inc. the Company or such other exchange agent as selected by the Parent and reasonably acceptable to the Company (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of each holder of exercised Company Common Stock and each holder of Company Options (as defined in Section 3.6(a)): (i) a sufficient number of certificates representing Parent Common Stock required to effect the holders delivery of SharesParent Common Stock required to be issued pursuant to Sections 3.1 and 3.6, and (ii) cash in the amount of the Cash Consideration (such cash, the funds necessary to make the payments contemplated by Section 4.1 (the "Exchange Payment Fund")) required to be paid pursuant to Section 3.2. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Parent Common Stock contemplated to be issued and the Per Share Cash Consideration out of the Exchange Fund. The Exchange Fund shall not contemplated to be used for any other purposepaid pursuant to Sections 3.1 and 3.6. (b) As soon as reasonably practicable, Promptly after the Effective TimeDate, the Exchange Agent shall mail to each holder of record (other than holders as shown on the books of certificates representing Shares referred to in Section 4.1(b)the Company's transfer agent as of the Effective Date) of a certificate or certificates which immediately prior to the Effective Time Date represented outstanding Shares shares of Company Common Stock (individually, a "Certificate" and collectively, the "Certificates") ) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such transmittal letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each share of the Shares Company Common Stock represented by such Certificates the number of shares of Parent Common Stock into which such shares of Company Common stock are converted in the Merger and the Per Share Cash Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration number of shares of Parent Common Stock into which such shares of Company Common Stock are converted in the Merger, any cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 3.5 with respect to each of the Shares shares of Company Common Stock represented therebythereby and the Per Share Cash Consideration. If payment is The Exchange Agent shall not be entitled to be made vote or exercise any rights of ownership with respect to a person other than the person in whose name a Certificate so surrendered is registeredParent Common Stock held by it from time to time hereunder, except that it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed receive and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Exchange Agent any transfer hold all dividends or other taxes required by reason distributions paid or distributed with respect to such Parent Common Stock for the account of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger Considerationpersons entitled thereto. (c) Any portion of the Exchange Payment Fund made available which remains undistributed to the Exchange Agent which remains unclaimed by the former shareholders holders of the Company one year Common Stock for twelve months after the Effective Time Date shall be delivered to Thyssen Holding Corporation, the direct parent company of Newco, Parent upon demand of Parentdemand, and any former shareholders holders of the Company Common Stock who have not theretofore complied with this Article shall thereafter look only to Thyssen Holding Corporation for payment of their claim Parent for the Cash Consideration to which they are entitled pursuant to this Article. If any Certificates shall not have been surrendered prior to five years after the Effective Date (or immediately prior to such earlier date on which any Cash Consideration in respect of such Certificate would otherwise escheat to or become the property of any government entity), any cash or other consideration payable in respect of such Certificate 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. (d) None of Parent, Merger Consideration Sub or the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any cash from the SharesPayment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent or the Exchange Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) Prior to the mailing of the Proxy Statement, Parent shall appoint an agent (the “Paying Agent”) reasonably acceptable to the Company for the purpose of exchanging certificates (the “Certificates”) representing shares of the Company Common Stock for the Merger Consideration. At the Effective Time, Parent or Purchaser shall make available to X.X. Xxxxxx & Co. Inc. (deposit with the "Exchange Paying Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, in trust for the benefit of the holders Company’s stockholders, cash in immediately available funds sufficient to pay the Merger Consideration to be paid in respect of Shareseach share of Company Common Stock (such cash being hereinafter referred to as the “Payment Fund”); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligation to pay the funds necessary aggregate Merger Consideration pursuant to make the payments contemplated by Section 4.1 (the "Exchange Fund"3.01(a). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificates. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder of shares of Company Common Stock will demand appraisal rights with respect to such shares. (b) As soon as reasonably practicable, practicable after the Effective Time, Parent will cause the Exchange Paying Agent shall mail to send to each holder of record shares of Company Common Stock at the Effective Time (other than holders of certificates representing Shares Certificates referred to in Section 4.1(b)3.01(b) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (iSection 3.03) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPaying Agent and will be in such form and have such other provisions as Parent and the Company reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the . (c) Each holder of such Certificates shall be entitled to receive for each shares of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely Company Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of a Certificate, together with a properly completed letter of transmittal, the Merger Consideration in respect of each share of Company Common Stock represented by such Certificate. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to each receive such Merger Consideration. No interest will be paid or will accrue on the Merger Consideration payable upon surrender of any Certificate. (d) If any portion of the Shares represented thereby. If payment Payment Fund is to be made paid to a person Person other than the person Person in whose name a surrendered Certificate so surrendered is registered, it shall be a condition of to such payment that the Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes Taxes required by reason as a result of the such payment to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax Tax has been paid or is not applicablepayable. Until surrendered Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of each share of Company Common Stock represented by such Certificate, as contemplated by this Article. (f) After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration to be paid in respect of each share of Company Common Stock represented by such Certificate, as provided for, and in accordance with the provisions of procedures set forth, in this Section 4.3(b), each Certificate (other than Certificates representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, the Merger ConsiderationArticle 3. (cg) Any portion of the Exchange Payment Fund made available to the Exchange Agent which (and any interest or other income earned thereon) that remains unclaimed by the former shareholders holders of the shares of Company Common Stock one year after the Effective Time shall be delivered returned to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parentdemand, and any former shareholders such holder who has not exchanged each share of Company Common Stock for the Company Merger Consideration in accordance with this Section 3.02 prior to that time shall thereafter look only to Thyssen Holding the Surviving Corporation for payment of their claim for the Merger Consideration in respect of each such share without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of shares of Company Common Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock three years after the SharesEffective Time (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. The Surviving Corporation shall pay all charges and expenses of the Paying Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Prior to the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), designate a bank or such other exchange agent selected by Parent and trust company reasonably acceptable to the CompanyCompany to act as agent (the "Paying Agent") for the holders of Shares to receive the funds to which holders of Shares shall become entitled pursuant to Section 4.1(a). Prior to the Effective Time, Parent shall deliver to the Paying Agent for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 4.1(a) (the "Exchange Fund"). The Exchange Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares; provided that such investments shall be limited to direct obligations of the United States of America, 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, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a commercial bank having at least $1 billion in assets. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. (b) As soon as reasonably practicable, practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxesTaxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. If payment is to be made to a person Person other than the person Person in whose name a Certificate so surrendered is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax Tax has been paid or is not applicable. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will pay the Merger Consideration in respect of such lost, stolen or destroyed Certificate. Until surrendered in accordance with the provisions of this Section 4.3(b4.4(b), each Certificate (other than Certificates formerly representing Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share formerly represented thereby, the Merger Consideration, without interest thereon, less any required withholding of taxes. (c) Any portion of At any time following the Exchange Fund date that is nine months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Exchange Paying Agent which remains unclaimed and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the former shareholders Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Company one year after Certificates held by them. Notwithstanding the Effective Time shall be delivered to Thyssen Holding Corporationforegoing, the direct parent company of Newco, upon demand none of Parent, and the Surviving Corporation or the Paying Agent shall be liable to any former shareholders holder of the Company shall thereafter look only to Thyssen Holding Corporation a Share for payment of their claim for the any Merger Consideration for the Sharesdelivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law.

Payment for Shares in the Merger. The manner of making payment for -------------------------------- Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available to X.X. Xxxxxx & Co. Inc. (the "Exchange Agent"), or such other an exchange agent selected by Parent and reasonably acceptable to the CompanyCompany (the "Exchange Agent"), for the benefit of those Persons who immediately prior to the --------------- Effective Time were the holders of Shares, a sufficient number of certificates representing Parent Common Shares required to effect the funds necessary delivery of the aggregate Share Consideration required to make the payments contemplated by be issued pursuant to Section 4.1 (the certificates representing Parent Common Shares comprising such aggregate Share Consideration being hereinafter referred to as the "Exchange Fund"). The ------------- Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration Parent Common Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 4.1(b4.1(c)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of ------------ letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, Share Consideration and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, such Certificates shall represent solely the right to receive the Merger Share Consideration and any cash in lieu of fractional Parent Common Shares as contemplated by Section 4.3 with respect to each of the Shares represented thereby. No dividends or other distributions that are declared on the Parent Common Shares and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive Parent Common Shares until such Persons surrender their Certificates. Upon such surrender, there shall be paid to the Person in whose name the Parent Common Shares are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Parent Common Shares between the Effective Time and the time of such surrender. After such surrender, there shall be paid on the applicable payment date, to the Person in whose name the Parent Common Shares are issued, any dividends or other distributions on such Parent Common Shares which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. If payment any cash or any certificate representing Parent Common Shares is to be made paid to or issued in a person name other than that in which the person Certificate surrendered in whose name a Certificate so surrendered exchange therefor is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment to issuance of certificates for such Parent Common Shares in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Parent Common Shares or dividends thereon or other distributions with respect thereto or, in accordance with Section 4.3, proceeds of the provisions sale of this Section 4.3(b)fractional interests, each Certificate (delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Shares held by it from time to time hereunder, except that, subject to applicable escheat law, it shall receive and hold all dividends or other than Certificates representing distributions paid or distributed with respect to such Parent Common Shares referred to in Section 4.1(b)) shall represent for all purposes only the right to receive, for each Share represented thereby, account of the Merger ConsiderationPersons entitled thereto. (c) Certificates surrendered for exchange by any Person constituting a Rule 145 Affiliate of the Company shall not be exchanged for certificates representing Parent Common Shares until Parent has received a written agreement from such Person as provided in Section 7.9. (d) Any portion of the Exchange Fund made available and the Fractional Securities Fund (and any dividends or other distributions with respect to such portion of the Exchange Agent Fund) which remains unclaimed by the former shareholders stockholders of the Company for one year after the Effective Time shall be delivered to Thyssen Holding Corporation, the direct parent company of NewcoParent, upon demand of Parent, and any former shareholders stockholders of the Company shall thereafter look only to Thyssen Holding Corporation Parent for payment of their claim for the Merger Share Consideration (and any such dividends or other distributions) or for the any cash in lieu of fractional Parent Common Shares. (e) In the event that any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person 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 such Certificate, Parent will, in exchange for such lost, stolen or destroyed Certificate, issue or cause to be issued the number of Parent Common Shares and pay or cause to be paid any amounts deliverable in respect thereof pursuant to this Article IV.