Common use of Payment for Shares of Company Common Stock Clause in Contracts

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c). (b) Promptly after the Effective Time, MergerCo shall cause the Exchange Agent to mail to each record holder of Certificates (the "Certificates") that immediately prior to the Effective Time represented shares of Common Stock 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 instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the surrender of each such Certificate, the Exchange Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment such Certificate shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) No dividends or other distributions with respect to shares of Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (h) None of Parent, MergerCo, the Company 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, any such shares, cash, dividends or distributions 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.

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo Parent shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with Boston EquiServe or another bank or trust company designated by Parent (the "Exchange Agent Agent"), certificates representing the shares of Parent Common Stock and the cash in an account lieu of fractional shares (such cash and certificates for shares of Parent Common Stock being hereinafter referred to as the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time issued pursuant to Section 2.1(c)2.1 and paid pursuant to this Article III in exchange for the issued and outstanding shares of Company Common Stock. (b) Promptly after the Effective Time, MergerCo Parent shall cause instruct the Exchange Agent to mail to each record holder of record of a Certificate or Certificates (the "Certificates"i) that immediately prior to the Effective Time represented shares of Common Stock 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 shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the surrender of each such Certificate, the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent shall pay together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate the Merger Consideration multiplied by shall be entitled to receive in exchange therefor (A) a certificate representing the number of Cashed Shares whole shares of Parent Common Stock to which such holder shall be entitled and (net B) a check representing the amount of cash in lieu of fractional shares, if any, plus the amount of any applicable dividends, or distributions, if any, payable pursuant to paragraph (c) below, after giving effect to any required withholding taxes), in consideration therefortax. Upon such payment such The Certificate so surrendered shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall will be paid or accrued on the Merger Considerationcash in lieu of fractional shares or on any dividend or distribution, if any, payable to holders of Certificates pursuant to this Section 3.1. If In the Merger Consideration (or any portion thereof) event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for the cash to be delivered paid in lieu of fractional shares of Parent Common Stock plus, to the extent applicable, the amount of any person other than the person in whose name dividend or distribution, if any, payable pursuant to paragraph (c) below, may be issued to such a transferee if the Certificate formerly representing shares of such Company Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay presented to the Exchange Agent Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has have been paid or is not applicablepaid. (ec) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made with respect to Parent Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Certificate until such Certificate is surrendered for exchange as provided herein; provided, however, that subject to the effect of applicable abandoned property, escheat and similar laws and applied tax and other laws, following surrender of any such Certificate, there shall be paid to the holder of any unsurrendered Certificate the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Parent Common Stock represented therebyand not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon. (gd) After At and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company of any the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be canceled and exchanged for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares, if any, in accordance with this Section 3.1. Until surrendered and canceled in return for as contemplated by this Section 3.1, each Certificate shall be deemed at any time after the payment of Effective Time to represent only the right to receive upon such surrender the Merger Consideration relating thereto, as provided payable in this Article IIIrespect of the shares of Company Common Stock represented by such Certificate and any dividends or other distributions to which such holder is entitled pursuant to Section 3.1(c). (he) No fractional shares of Parent Common Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of Parent Common Stock pursuant to Section 2.1(d), each holder of Company Common Stock upon surrender of a Certificate for exchange shall be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the average per share closing price of a share of Parent Common Stock as reported on the AMEX over the ten (10) trading days immediately preceding the Closing Date by (ii) the fraction of a share of Parent Common Stock which such holder would otherwise be entitled to receive under this Section 3.1. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Parent Common Stock) that remains unclaimed by the former shareholders of the Company six (6) months after the Effective Time shall be delivered to Parent. Any former shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of their shares of Parent Common Stock and cash in lieu of fractional shares (plus dividends and distributions to the extent set forth in Section 3.1(c), if any), as determined pursuant to this Agreement, without any interest thereon. None of Parent, MergerCo, the Company or Company, the Exchange Agent or any other Person shall be liable to any person in respect former holder of shares of Company Common Stock for any cash from the Exchange Fund amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. If In the event any Certificate shall not have been surrendered prior to seven years after lost, stolen or destroyed, upon the Effective Time, any such shares, cash, dividends or distributions in respect making of an affidavit of that fact by the Person claiming such Certificate shallto be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent or Parent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and cash in lieu of fractional shares (plus, to the extent permitted by applicable applicable, dividends and distributions payable pursuant to Section 3.1(c)) to which the holders thereof are entitled, in each case without any interest thereon. (g) 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 Company Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold under the Code, or any tax law, become with respect to the property making of such payment. To the Surviving Corporationextent that amounts are so withheld by Parent or the Exchange Agent, free such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of whom such deduction and clear withholding was made by Parent or the Exchange Agent. (h) Notwithstanding anything in this Article III to the contrary, no holder of all claims Dissenters Shares shall be entitled under this Article III to receive any share of Parent Common Stock or interest of any person previously entitled theretocash or other payments or distributions with respect to such Dissenters Shares.

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo Parent shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with such bank or trust company designated by Parent (the "Exchange Agent Agent") (i) certificates representing the shares of Parent Common Stock, and (ii) the cash in an account lieu of fractional shares (such cash and certificates for shares of Parent Common Stock being hereinafter referred to as the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time issued pursuant to Section 2.1(c)3.1 and paid pursuant to this Article IV in exchange for all of the outstanding shares of Company Common Stock. (b) Promptly after the Effective Time, MergerCo Parent shall cause the Exchange Agent to mail to each record holder of Certificates (the "Certificates") that immediately prior to the Effective Time represented record of a certificate or certificates previously evidencing shares of Company Common Stock outstanding other than the Company, Parent, MergerCo, any Company Subsidiary or any Parent Subsidiary (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 certificates shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering effecting the surrender of such Certificates and receiving certificates previously evidencing shares of Company Common Stock in exchange for the Merger Consideration and cash in respect thereof. (c) In effecting the payment lieu of the Merger Consideration with respect to fractional shares of Parent Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"in accordance with Sections 3.1(b), upon the 4.1(a) and 4.1(e). Upon surrender of each such Certificate, a certificate previously evidencing shares of Company Common Stock to the Exchange Agent shall pay together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate the Merger Consideration multiplied by certificate shall be entitled to receive in exchange therefor (x) a certificate representing the number of Cashed Shares whole shares of Parent Common Stock to which such holder shall be entitled (net as adjusted for any stock splits, reverse stock splits, stock dividends or the like with respect to the shares of Parent Common Stock with a record date after the Effective Time), plus (y) the amount of cash in lieu of fractional shares, if any, plus the amount of any applicable withholding taxes)dividends, in consideration therefor. Upon such payment such Certificate shall forthwith be canceled. (d) Until surrendered in accordance with or distributions, if any, pursuant to paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliatesbelow, in the treasury of the Company or by all cases after giving effect to any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Consideration relating theretorequired withholding tax. No interest or dividends shall will be paid or accrued on the Merger Considerationcash in lieu of fractional shares or on the dividend or distribution, if any, payable to holders of certificates previously evidencing shares of Company Common Stock pursuant to this Section 4.1. If In the Merger Consideration (or any portion thereof) event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of whole shares of Parent Common Stock, together with a check for the cash to be delivered paid in lieu of fractional shares of Parent Common Stock plus, to the extent applicable, the amount of any dividend or distribution, if any, payable pursuant to paragraph (c) below, in all cases after giving effect to any person other than required withholding tax may be issued to a transferee if the person in whose name the Certificate formerly certificate representing shares of such Company Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay presented to the Exchange Agent Agent, accompanied by all documents required to evidence and effect such transfer, including signature medallion guarantee, and to evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has have been paid or is not applicablepaid. (ec) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions on Parent Common Stock shall be paid with respect to any shares of Company Common Stock represented by a certificate until such certificate is surrendered for exchange as provided herein; provided, however, that subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of any unsurrendered Certificate the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time and a payment date prior to surrender theretofore payable with respect to the such whole shares of Parent Common Stock represented therebyand not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon. (gd) After At and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company of any of the shares of Company Common Stock which were outstanding immediately prior to the Effective TimeStock. If, after the Effective Time, Certificates formerly representing certificates previously evidencing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be surrendered canceled and canceled in return exchanged for the payment of the Merger Consideration relating theretoin accordance with Section 3.1(b) and cash in lieu of fractional shares, as provided if any, in accordance with this Article IIISection 4.1 (plus dividends and distributions to the extent set forth in Section 4.1(c), if any). (he) None No fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of certificates previously evidencing shares of Company Common Stock, and such fractional share interest shall not entitle its owner to vote, to receive dividends, or to any other rights as a stockholder of Parent. In lieu of the issuance of any fractional share of Parent Common Stock pursuant to Section 3.1(b), each holder of Company Common Stock upon surrender of a certificate previously evidencing shares of Company Common Stock for exchange shall be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the Average Parent Common Stock Price by (ii) the fraction of a share of Parent Common Stock which such holder would otherwise be entitled to receive under this Section 4.1. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof, which shall accrue solely for the account of Parent, and any shares of Parent Common Stock) that remains unclaimed by the former stockholders of the Company one (1) year after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article IV shall thereafter look only to the Surviving Corporation for payment of their Merger Consideration and cash in lieu of fractional shares, (plus dividends and distributions to the extent set forth in Section 4.1(c), if any), as determined pursuant to this Agreement, without any interest thereon. Notwithstanding any of the foregoing, none of Parent, MergerCo, the Company or Company, the Exchange Agent or any other person shall be liable to any person in respect former holder of shares of Company Common Stock for any cash from the Exchange Fund amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. If In the event any Certificate certificate previously evidencing shares of Company Common Stock shall not have been surrendered prior lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to seven years after be lost, stolen or destroyed in form acceptable to Parent and its transfer agent and registrar and, if reasonably required by the Effective Timeby-laws of the Surviving Corporation and/or Parent's transfer agent and registrar, 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 sharescertificate or in such amount as the transfer agent and registrar of Parent Common Stock reasonably requires, cashthe Exchange Agent or the Surviving Corporation will issue in exchange for such lost, dividends stolen or distributions destroyed certificate the Merger Consideration and cash in respect lieu of such Certificate shallfractional shares (plus, to the extent permitted by applicable lawapplicable, become the property of the Surviving Corporationdividends and distributions payable pursuant to Section 4.1(c)), free and clear of all claims or interest of any person previously entitled theretoas determined pursuant to this Agreement, in each case without interest.

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually designated by Parent, and reasonably acceptable to MergerCo and the Company Company, shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent the aggregate Merger Consideration and the cash in an account lieu of fractional shares of Parent Common Stock (such aggregate Merger Consideration and cash in lieu of shares of Parent Common Stock together with any dividends or distributions with respect thereto to which the holders of Certificates may be entitled pursuant to Section 4.1(c) being hereinafter referred to as the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Company Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c)3.1. (b) Promptly after the Effective Time, MergerCo Parent shall cause the Exchange Agent to mail to each record holder of record of a Certificate or Certificates other than the Company, Parent, MergerCo or any Parent Subsidiary (the "Certificates"i) that immediately prior to the Effective Time represented shares of Common Stock 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 shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering such effecting the surrender of the Certificates and receiving in exchange for the Merger Consideration and cash in respect thereof. (c) In effecting the payment lieu of the Merger Consideration with respect to fractional shares of Parent Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the Stock. Upon surrender of each such Certificate, a Certificate for cancellation to the Exchange Agent shall pay together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate the Merger Consideration multiplied by shall be entitled to receive in exchange therefor (x) a certificate representing the number of Cashed Shares whole shares of Parent Common Stock representing the Stock Consideration to which such holder shall be entitled, (net y) a check representing the amount of the Cash Consideration to which such holder shall be entitled and (z) a check representing the amount of cash in lieu of fractional shares of Parent Common Stock, if any, plus the amount of any applicable withholding taxesdividends (other than stock dividends), or distributions, if any, pursuant to paragraph (c) below, in consideration therefor. Upon such payment such the case of (y) and (z), after giving effect to any required withholding tax, and the Certificate so surrendered shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall will be paid or accrued on the Merger Consideration. If the Merger Cash Consideration (or any portion thereof) is to be delivered to any person other than the person on cash payable in whose name the Certificate formerly representing lieu of fractional shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) No dividends or other distributions with respect to shares of Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there shall be no transfers on the stock dividend or distribution, if any, payable to holders of Certificates pursuant to this Section 4.1. In the event of a transfer books of the Surviving Corporation ownership of any shares of Company Common Stock which were outstanding immediately prior to is not registered in the Effective Time. Iftransfer records of the Company, after a Certificate representing the Effective Time, Certificates formerly representing proper number of shares of Parent Common Stock are presented Stock, together with checks for the Cash Consideration to the Surviving Corporation or the Exchange Agent, they which such holder shall be surrendered entitled and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (h) None of Parent, MergerCo, the Company 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, any such shares, cash, dividends or distributions be paid in respect lieu of such Certificate shall, to the extent permitted by applicable law, become the property fractional shares of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.Parent Common

Payment for Shares of Company Common Stock. (a) From and after At the Effective Time, such Parent shall deposit, or shall cause to be deposited, with a bank or trust company as shall be mutually acceptable to MergerCo Parent and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to , for the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with benefit of the holders of shares of Company Common Stock for exchange through the Exchange Agent in an account Agent, the aggregate Merger Consideration as provided pursuant to Section 2.1(c) (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c). (b) Promptly after the Effective Time, MergerCo Parent shall cause the Exchange Agent to mail to each record holder of Certificates (the "Certificates") that record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (i) a form of letter of transmittal 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 Agent and (ii) instructions for use in surrendering such the Certificates and receiving in exchange for the Merger Consideration in respect thereofConsideration. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the Upon surrender of each such Certificate, a Certificate for cancellation to the Exchange Agent shall pay together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration multiplied which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment such Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. (d) Until surrendered in accordance with paragraph (c) abovethis Section 3.1, each such Certificate (other than Certificates representing shares of Company Common Stock held by Parent, MergerCo or any other wholly owned Subsidiary of its affiliatesParent, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting SharesCompany) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Company Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Company Common Stock shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) No dividends or Promptly following the date which is 180 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other distributions with respect documents in its possession relating to the Merger, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of Company Common Stock shall be paid may surrender such Certificate to the holder of any unsurrendered Certificate with respect Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the shares of Common Stock represented therebyMerger Consideration relating thereto. (gf) After At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, On or after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent, they Agent shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (hg) None of Parent, MergerCo, the Company Surviving Corporation or the Exchange Agent or any of their respective Subsidiaries or affiliates 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. . (h) If any Certificate shall not have been surrendered prior lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to seven years after be lost, stolen or destroyed and, if reasonably required by Parent, the Effective Timeposting 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 sharesCertificate, cashthe Exchange Agent will issue the Merger Consideration in exchange for such lost, dividends stolen or distributions in destroyed Certificate. (i) The Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration or other amounts payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as the Exchange Agent, Parent or the Surviving Corporation is required to deduct and withhold with respect to the making of such Certificate shallpayment under the Code, to or any provision of United States federal, state or local tax laws. To the extent permitted that amounts are so withheld by applicable lawthe Exchange Agent, become the property of Parent or the Surviving Corporation, free such amounts withheld 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 clear of all claims withholding was made by the Exchange Agent, Parent or interest of any person previously entitled theretothe Surviving Corporation.

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo Parent shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with Boston EquiServe (the "Exchange Agent Agent") certificates representing the shares of Parent Common Stock and the cash in an account lieu of fractional shares (such cash and certificates for shares of Parent Common Stock being hereinafter referred to as the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time issued pursuant to Section 2.1(c)3.1 and paid pursuant to this Article IV in exchange for outstanding shares of Company Common Stock. (b) Promptly after the Effective Time, MergerCo Parent shall cause the Exchange Agent to mail to each record holder of record of a Certificate or Certificates (the "Certificates"i) that immediately prior to the Effective Time represented shares of Common Stock 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 shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the surrender of each such Certificate, the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent shall pay together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate the Merger Consideration multiplied by shall be entitled to receive in exchange therefor (A) a certificate representing the number of Cashed Shares whole shares of Parent Common Stock to which such holder shall be entitled, and (net B) a check representing the amount of cash in lieu of fractional shares, if any, plus the amount of any applicable dividends, or distributions, if any, pursuant to paragraph (c) below, after giving effect to any required withholding taxes)tax, in consideration therefor. Upon such payment such and the Certificate so surrendered shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall will be paid or accrued on the Merger Considerationcash in lieu of fractional shares or on the dividend or distribution, if any, payable to holders of Certificates pursuant to this Section 4.1. If In the Merger Consideration (or any portion thereof) event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a Certificate representing the proper number of shares of Parent Common Stock, together with a check for the cash to be delivered paid in lieu of fractional shares of Parent Common Stock plus, to the extent applicable, the amount of any person other than the person in whose name dividend or distribution, if any, payable pursuant to paragraph (c) below, may be issued to such a transferee if the Certificate formerly representing shares of such Company Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay presented to the Exchange Agent Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has have been paid or is not applicablepaid. (ec) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions on Parent Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Certificate until such Certificate is surrendered for exchange as provided herein; provided, however, that subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of any unsurrendered Certificate the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Parent Common Stock represented therebyand not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon. (gd) After At and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company of any the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be surrendered canceled and canceled exchanged for certificates for shares of Parent Common Stock and cash in return for the payment lieu of the Merger Consideration relating theretofractional shares, as provided if any, in accordance with this Article IIISection 4.1. (he) No fractional shares of Parent Common Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of Parent Common Stock pursuant to Section 3.1(b), each holder of Company Common Stock upon surrender of a Certificate for exchange shall be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per share closing price of a share of Parent Common Stock as reported on the AMEX over the five (5) trading days immediately preceding the date of the Closing by (ii) the fraction of a share of Parent Common Stock which such holder would otherwise be entitled to receive under this Section 4.1. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Parent Common Stock) that remains unclaimed by the former shareholders of the Company one year after the Effective Time shall be delivered to the Surviving Corporation. Any former shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation for payment of their shares of Parent Common Stock and cash in lieu of fractional shares (plus dividends and distributions to the extent set forth in Section 4.1(c), if any), as determined pursuant to this Agreement, without any interest thereon. None of Parent, MergerCo, the Company or Company, the Exchange Agent or any other person shall be liable to any person in respect former holder of shares of Company Common Stock for any cash from the Exchange Fund amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. If In the event any Certificate shall not have been surrendered prior to seven years after lost, stolen or destroyed, upon the Effective Time, any such shares, cash, dividends or distributions in respect making of an affidavit of that fact by the person claiming such Certificate shallto 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 or the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and cash in lieu of fractional shares (plus, to the extent permitted by applicable lawapplicable, become the property of the Surviving Corporation, free dividends and clear of all claims or interest of any person previously entitled theretodistributions payable pursuant to Section 4.1(c)).

Payment for Shares of Company Common Stock. Promptly after the Effective Time (a) From and but in any event within five Business Days after the Effective Time), such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c). (b) Promptly after the Effective Time, MergerCo Surviving Corporation shall cause the Exchange Paying Agent to mail to each record holder of Certificates (the "Certificates") that person who immediately prior to the Effective Time represented held shares of Company Common Stock (other than the Excluded Shares) that were converted into the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: (i) a form of letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 3.02(h)) to the Exchange Agent Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company shall reasonably agree); and (ii) instructions for use in surrendering such effecting the surrender of the holder's Certificates and receiving (or affidavits of loss in lieu thereof as provided in Section 3.02(h)) in exchange for the Company Common Stock Merger Consideration in respect thereof. (c) In effecting to which the payment holder thereof is entitled as a result of the Merger Consideration Merger. If any Excluded Shares cease to be Excluded Shares, Surviving Corporation shall cause the Paying Agent, promptly (and in any event within five business days) after the date on which such Excluded Shares cease to be Excluded Shares, to mail to the applicable holder of such Excluded Shares the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to shares such Excluded Shares. Upon delivery to the Paying Agent of such letter of transmittal by any holder of Company Common Stock represented by Certificates entitled (other than Excluded Shares), duly completed and signed in accordance with its instructions, together with such other documents as may be reasonably required pursuant to payment such instructions and surrender of the Merger Consideration pursuant Certificate (if any) that immediately prior to the Effective Time represented such Company Common Stock (or affidavit of loss in lieu thereof as provided in Section 2.1(c) (the "Cashed Shares"3.02(h), or, if such Company Common Stock is held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of each such CertificateCompany Common Stock on a book-entry account statement), such holder shall be entitled to receive from the Exchange Fund a cash amount by wire transfer or check of immediately available funds to an account designated by such holder (less any required Tax withholding as provided in Section 3.03) equal to the Company Common Stock Merger Consideration payable in respect of such holder's Company Common Stock pursuant to the provisions of this Article III, and, if applicable, the Exchange Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment such Certificate so surrendered shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares . In the event of a transfer of ownership of Company Common Stock held by MergerCo or any of its affiliates, that is not registered in the treasury transfer records of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right Company, payment may be made to receive the Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate formerly representing shares of Common Stock so surrendered therefor is registered, it shall be a condition to if such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be endorsed, accompanied by appropriate stock powers (with signatures guaranteed in proper form for transfer accordance with the transmittal letter) and that the person surrendering such shares of Common Stock shall pay to the Exchange Agent any transfer or other taxes all documents reasonably 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. (e) No dividends or other distributions with respect to shares of Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange AgentPaying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02, they each Certificate shall be surrendered and canceled in return for deemed at any time after the payment of Effective Time to represent only the Merger Consideration relating theretoright to receive, as provided in this Article III. (h) None of Parent, MergerCoupon such surrender, the Company or the Exchange Agent Common Stock Merger Consideration as contemplated by this Section 3.02. No interest shall be liable to any person in respect of any cash from paid or accrue on 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, any such shares, cash, dividends or distributions 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 theretoCompany Common Stock Merger Consideration.

Payment for Shares of Company Common Stock. (a) From and after Prior to the Effective Time, such Parent shall designate a bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent for the holders of the Shares in connection with the Merger (the "Exchange Paying Agent"). At or ) for purposes of effecting the exchange of certificates for the Merger Consideration which, prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary represented Shares entitled to cause to be deposited, with receive the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c)2.6(b) hereof. (b) Immediately prior to the Effective Time, Parent or Acquisition Sub shall deposit in trust with the Paying Agent cash in an aggregate amount equal to the product of (i) the number of Shares issued and outstanding immediately prior to the Effective Time (other than Shares owned by, or issuable upon conversion of other securities to, the Company, Parent, Acquisition Sub or any direct or indirect Parent Subsidiary or Company Subsidiary and Shares known immediately prior to the Effective Time to be Dissenting Shares) (as hereinafter defined) and (ii) the Merger Consideration (such aggregate amount being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to irrevocable instructions, make the payments referred to in Section 2.6(b) hereof out of the Payment Fund. (c) Promptly after the Effective Time, MergerCo the Surviving Corporation shall cause the Exchange Paying Agent to mail to each person who was a record holder of Certificates (the "Certificates") that an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.6(b) into the right to receive the Merger Consideration, a form of letter of transmittal (which shall specify that delivery shall be effected, 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 shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and instructions for its use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the exchange for payment of the Merger Consideration Consideration. Upon the surrender to the Paying Agent of such a Certificate, together with respect to shares such duly executed letter of Common Stock represented by Certificates entitled to payment of transmittal and any other required documents, the holder thereof shall be paid, without interest thereon, the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares")which such holder is entitled hereunder, upon the surrender of each such Certificate, the Exchange Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment and such Certificate shall forthwith be canceled. (d) . Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliatesshall, in after the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall Effective Time, represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends into which the Shares such Certificate theretofore represented shall have been converted pursuant to Section 2.6(b), and the holder thereof shall not be entitled to be paid or accrued on the Merger Considerationany cash to which such holder otherwise would be entitled. If the Merger Consideration (or In case any portion thereof) payment pursuant to this Section 3.1 is to be delivered made to any person a holder other than the person in whose name the Certificate formerly representing shares registered holder of Common Stock a surrendered therefor is registeredCertificate, it shall be a condition to of such right to receive such Merger Consideration payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such shares of Common Stock exchange shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration such cash 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. (e) No dividends or other distributions with respect to shares of Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (h) None of Parent, MergerCo, the Company 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, any such shares, cash, dividends or distributions 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.other

Payment for Shares of Company Common Stock. (a) From and after At the Effective Time, such Parent shall deposit, or shall cause to be deposited, with a bank or trust company as shall be mutually acceptable to MergerCo Parent and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to , for the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with benefit of the holders of shares of Company Common Stock for exchange through the Exchange Agent Agent, an amount in an account cash (the "Exchange Fund") equal to (i) the aggregate Merger Consideration Closing Per Share Payment, multiplied by (net of any applicable withholding taxesii) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c)Outstanding Shares. (b) Promptly after As promptly as practicable following the Effective Time, MergerCo but in any event within five (5) Business Days (as defined in Section 10.7) thereof, Parent shall cause the Exchange Agent to deliver or mail to each record holder of Certificates record of Outstanding Shares, (the "Certificates"i) that immediately prior to the Effective Time represented shares of Common Stock a form of letter of transmittal which shall specify that delivery shall be effected, in substantially the form attached hereto as Exhibit B 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 surrendering the Certificates formerly representing such Certificates and receiving shares in exchange for an amount equal to the number of such shares, multiplied by the Final Per Share Merger Consideration in respect thereofConsideration. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the Upon surrender of each such Certificate, a Certificate for cancellation to the Exchange Agent shall pay together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Final Per Share Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxespayable in accordance with Section 2.2), that such holder has the right to receive in consideration therefor. Upon respect of the shares of Company Common Stock formerly represented by such payment such Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Final Per Share Merger Consideration (or portion thereof) payable to holders of Certificates. (d) Until surrendered in accordance with paragraph (c) abovethis Section 3.1, each such Certificate (other than Certificates representing shares of Company Common Stock held by MergerCo or any of its affiliates, to be canceled in the treasury of the Company or by any wholly owned Subsidiary of the Company or accordance with Section 2.2(a)(ii) and Dissenting Shares) shall represent solely the right to receive the Final Per Share Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Final Per Share Merger Consideration (or any portion thereof) is to be delivered to any person Person (as defined in Section 10.7) other than the person Person in whose name the Certificate formerly representing shares of Company Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Final Per Share Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person surrendering such shares of Company Common Stock shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Final Per Share Merger Consideration 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. (e) No dividends or other distributions with respect to shares of Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After At the Effective Time, the stock transfer books of the Company shall be closed and, thereafter, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock which that were outstanding immediately prior to the Effective Time. If, On or after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent, they Agent shall be surrendered and canceled in return for the payment of the Final Per Share Merger Consideration relating thereto, as provided in this Article III. (hf) None of Parent, MergerCo, the Company 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 lost, stolen or destroyed, upon the Effective Time, any such shares, cash, dividends or distributions in respect making of an affidavit of that fact by the Person claiming such Certificate shallto be lost, to the extent permitted stolen or destroyed and, if required by applicable law, become the property of the Surviving Corporation, free and clear the posting by such Person of all claims 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 the applicable portion of the Exchange Fund in exchange for such lost, stolen or interest of any person previously entitled theretodestroyed Certificate.

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually designated by Parent, and reasonably acceptable to MergerCo and the Company Company, shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, -------------- MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent the aggregate Merger Consideration and the cash in an account lieu of fractional shares of Parent Common Stock (such aggregate Merger Consideration and cash in lieu of shares of Parent Common Stock together with any dividends or distributions with respect thereto to which the holders of Certificates may be entitled pursuant to Section 4.1(c) being hereinafter referred to as the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of ------------- Company Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c)3.1. (b) Promptly after the Effective Time, MergerCo Parent shall cause the Exchange Agent to mail to each record holder of record of a Certificate or Certificates other than the Company, Parent, MergerCo or any Parent Subsidiary (the "Certificates"i) that immediately prior to the Effective Time represented shares of Common Stock 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 shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering such effecting the surrender of the Certificates and receiving in exchange for the Merger Consideration and cash in respect thereof. (c) In effecting the payment lieu of the Merger Consideration with respect to fractional shares of Parent Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the Stock. Upon surrender of each such Certificate, a Certificate for cancellation to the Exchange Agent shall pay together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate the Merger Consideration multiplied by shall be entitled to receive in exchange therefor (x) a certificate representing the number of Cashed Shares whole shares of Parent Common Stock representing the Stock Consideration to which such holder shall be entitled, (net y) a check representing the amount of the Cash Consideration to which such holder shall be entitled and (z) a check representing the amount of cash in lieu of fractional shares of Parent Common Stock, if any, plus the amount of any applicable withholding taxesdividends (other than stock dividends), or distributions, if any, pursuant to paragraph (c) below, in consideration therefor. Upon such payment such the case of (y) and (z), after giving effect to any required withholding tax, and the Certificate so surrendered shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall will be paid or accrued on the Merger ConsiderationCash Consideration or on cash payable in lieu of fractional shares or on the dividend or distribution, if any, payable to holders of Certificates pursuant to this Section 4.1. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a Certificate representing the proper number of shares of Parent Common Stock, together with checks for the Cash Consideration to which such holder shall be entitled and for any cash to be paid in lieu of fractional shares of Parent Common Stock plus, to the extent applicable, the amount of any dividend or distribution, if any, payable pursuant to paragraph (c) below, may be issued and paid to such a transferee if the Certificate representing shares of such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If the Merger Consideration (or any portion thereof) certificate for shares of Parent Common Stock is to be delivered to any person issued in a name other than that in which the person in whose name the surrendered Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to of such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and exchange that the person surrendering requesting such shares of Common Stock exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment issuance of the Merger Consideration to certificates for shares of Parent Common Stock in a person name other than that of the registered holder of the Certificate surrenderedsurrendered Certificate, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable. (ec) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions on Parent Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Certificate until such Certificate is surrendered for exchange as provided herein; provided, however, that subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of any unsurrendered Certificate the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Parent Common Stock represented therebyand not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon. (gd) After At and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company of any the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange AgentCorporation, they shall be surrendered canceled and canceled in return exchanged for the payment of the Merger Consideration relating theretoand cash in lieu of fractional shares, as provided if any, in accordance with this Article IIISection 4.1 (plus dividends and distributions to the extent set forth in Section 4.1(c), if any). (he) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interest will not entitle its owner to vote, to receive dividends or to any other rights of a stockholder of Parent. In lieu of the issuance of any fractional shares of Parent Common Stock pursuant to Section 3.1(b), the Exchange Agent shall pay to each holder of shares of Company Common Stock exchanged pursuant to the Merger who are entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) in accordance with the provisions of this Article IV, an amount in cash equal to the product obtained by multiplying (A) the fractional shares of Parent Common Stock to which such holder is entitled (after taking into account all shares of Company Common Stock held at the Effective Time) by (B) the closing price for a share of Parent Common Stock on NASDAQ on the first business day immediately following the Effective Time. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Parent Common Stock) that remains unclaimed by the former stockholders of the Company one year after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article IV shall thereafter look only to the Surviving Corporation for payment of their Merger Consideration and cash in lieu of fractional shares (plus dividends and distributions to the extent set forth in Section 4.1(c), if any), as determined pursuant to this Agreement, without any interest thereon. None of Parent, MergerCo, the Company or Company, the Exchange Agent or any other person shall be liable to any person in respect former holder of shares of Company Common Stock for any cash from the Exchange Fund amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. If any Certificate Certificates shall not have been surrendered prior to seven five years after the Effective TimeTime (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined herein)), any such shares, cash, dividends or distributions amounts 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 interests of any person previously entitled theretoto those amounts. 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 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 or the Surviving Corporation will issue and pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of fractional shares (plus, to the extent applicable, dividends and distributions payable pursuant to Section 4.1(c)) in each case without interest. (g) Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of a Certificate such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provisions of Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of a Certificate in respect to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Payment for Shares of Company Common Stock. (a) From and after Prior to the Effective Time, such Parent shall designate a bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent for the holders of the Shares in connection with the Merger (the "Exchange Paying Agent"). At or ) for purposes of effecting the exchange of certificates for the Merger Consideration which, prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary represented Shares entitled to cause to be deposited, with receive the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c)2.6(b) hereof. (b) Immediately prior to the Effective Time, Parent or Acquisition Sub shall deposit in trust with the Paying Agent cash in an aggregate amount equal to the product of (i) the number of Shares issued and outstanding immediately prior to the Effective Time (other than Shares owned by, or issuable upon conversion of other securities to, the Company, Parent, Acquisition Sub or any direct or indirect Parent Subsidiary or Company Subsidiary and Shares known immediately prior to the Effective Time to be Dissenting Shares) (as hereinafter defined) 12 and (ii) the Merger Consideration (such aggregate amount being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to irrevocable instructions, make the payments referred to in Section 2.6(b) hereof out of the Payment Fund. (c) Promptly after the Effective Time, MergerCo the Surviving Corporation shall cause the Exchange Paying Agent to mail to each person who was a record holder of Certificates (the "Certificates") that an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.6(b) into the right to receive the Merger Consideration, a form of letter of transmittal (which shall specify that delivery shall be effected, 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 shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and instructions for its use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the exchange for payment of the Merger Consideration Consideration. Upon the surrender to the Paying Agent of such a Certificate, together with respect to shares such duly executed letter of Common Stock represented by Certificates entitled to payment of transmittal and any other required documents, the holder thereof shall be paid, without interest thereon, the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares")which such holder is entitled hereunder, upon the surrender of each such Certificate, the Exchange Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment and such Certificate shall forthwith be canceled. (d) . Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliatesshall, in after the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall Effective Time, represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends into which the Shares such Certificate theretofore represented shall have been converted pursuant to Section 2.6(b), and the holder thereof shall not be entitled to be paid or accrued on the Merger Considerationany cash to which such holder otherwise would be entitled. If the Merger Consideration (or In case any portion thereof) payment pursuant to this Section 3.1 is to be delivered made to any person a holder other than the person in whose name the Certificate formerly representing shares registered holder of Common Stock a surrendered therefor is registeredCertificate, it shall be a condition to of such right to receive such Merger Consideration payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such shares of Common Stock exchange shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration such cash to a person other than the registered holder of the Certificate surrendered, or that such person shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (ed) No dividends or other distributions with respect to shares of Common Stock shall be paid to Promptly following the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After date which is six months after the Effective Time, there the Paying Agent shall be no transfers on the stock transfer books of return to the Surviving Corporation all cash, certificates and other instruments in its possession that constitute any portion of the Payment Fund (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate shall be entitled to look to the Surviving Corporation (subject to applicable abandoned property, escheat and similar laws) only as a general creditor thereof with respect to any shares Merger Consideration, without interest, that may be payable upon due surrender of Common Stock which were outstanding immediately the Certificate or Certificates held by them. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Certificates that prior to the Effective Time evidenced Shares for any Merger Consideration delivered pursuant hereto to a public official pursuant to applicable abandoned property, escheat or other similar laws. (e) At the Effective Time, the Company Common Stock transfer books shall be closed and no transfer of Shares shall be made thereafter. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered canceled and canceled in return exchanged for the payment of the Merger Consideration relating thereto, as provided in this Article IIISection 2.6(b), subject to applicable law in the case of Dissenting Shares. (hf) None of Parent, MergerCo, In the Company 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 event any Certificate shall not have been surrendered prior to seven years after lost, stolen or destroyed, upon the Effective Time, any such shares, cash, dividends or distributions in respect making of an affidavit of that fact by the person claiming such Certificate shallto be lost, to the extent permitted stolen or destroyed and, if required by applicable law, become the property of Parent or the Surviving Corporation, free and clear upon the posting by such 12 13 person of all claims a bond in such amount as Parent or interest of the Surviving Corporation may reasonably direct as indemnity against any person previously entitled theretoclaim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate, the cash representing the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Payment for Shares of Company Common Stock. Promptly after the Effective Time (a) From and but in any event within five Business Days after the Effective Time), such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c). (b) Promptly after the Effective Time, MergerCo Surviving Corporation shall cause the Exchange Paying Agent to mail to each record holder of Certificates (the "Certificates") that person who immediately prior to the Effective Time represented held shares of Company Common Stock (other than the Excluded Shares) that were converted into the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: (i) a form of letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 3.02(h)) to the Exchange Agent Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company shall reasonably agree); and (ii) instructions for use in surrendering such effecting the surrender of the holder’s Certificates and receiving (or affidavits of loss in lieu thereof as provided in Section 3.02(h)) in exchange for the Company Common Stock Merger Consideration in respect thereof. (c) In effecting to which the payment holder thereof is entitled as a result of the Merger Consideration Merger. If any Excluded Shares cease to be Excluded Shares, Surviving Corporation shall cause the Paying Agent, promptly (and in any event within five Business Days) after the date on which such Excluded Shares cease to be Excluded Shares, to mail to the applicable holder of such Excluded Shares the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to shares such Excluded Shares. Upon delivery to the Paying Agent of such letter of transmittal by any holder of Company Common Stock represented by Certificates entitled (other than Excluded Shares), duly completed and signed in accordance with its instructions, together with such other documents as may be reasonably required pursuant to payment such instructions and surrender of the Merger Consideration pursuant Certificate (if any) that immediately prior to the Effective Time represented such Company Common Stock (or affidavit of loss in lieu thereof as provided in Section 2.1(c) (the "Cashed Shares"3.02(h), or, if such Company Common Stock is held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of each such CertificateCompany Common Stock on a book-entry account statement), such holder shall be entitled to receive from the Exchange Fund a cash amount by wire transfer or check of immediately available funds to an account designated by such holder (less any required Tax withholding as provided in Section 3.03) equal to the Company Common Stock Merger Consideration payable in respect of such holder’s Company Common Stock pursuant to the provisions of this Article III, and, if applicable, the Exchange Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment such Certificate so surrendered shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares . In the event of a transfer of ownership of Company Common Stock held by MergerCo or any of its affiliates, that is not registered in the treasury transfer records of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right Company, payment may be made to receive the Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate formerly representing shares of Common Stock so surrendered therefor is registered, it shall be a condition to if such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be endorsed, accompanied by appropriate stock powers (with signatures guaranteed in proper form for transfer accordance with the transmittal letter) and that the person surrendering such shares of Common Stock shall pay to the Exchange Agent any transfer or other taxes all documents reasonably 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. (e) No dividends or other distributions with respect to shares of Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange AgentPaying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02, they each Certificate shall be surrendered and canceled in return for deemed at any time after the payment of Effective Time to represent only the Merger Consideration relating theretoright to receive, as provided in this Article III. (h) None of Parent, MergerCoupon such surrender, the Company or the Exchange Agent Common Stock Merger Consideration as contemplated by this Section 3.02. No interest shall be liable to any person in respect of any cash from paid or accrue on 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, any such shares, cash, dividends or distributions 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 theretoCompany Common Stock Merger Consideration.

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c). (b) Promptly after the Effective Time (but in any event within five (5) business days after the Effective Time), MergerCo Buyer shall cause the designated exchange agent (the “Exchange Agent Agent”) to mail to each record holder of record (based upon addresses set forth on Exhibit B solely for such purposes through the Closing Date) of a Certificate or Certificates of Company Capital Stock (the "Certificates"i) that immediately prior to the Effective Time represented shares of Common Stock 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 shall be in such form and have such other provisions as Buyer may reasonably specify and (ii) instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the surrender of each the Certificates in exchange for certificates representing shares of Buyer Common Stock and cash (in lieu of fractional shares of Buyer Common Stock). Upon surrender of a Certificate for cancellation to Buyer together with such Certificateletter of transmittal, duly executed and completed in accordance with the Exchange Agent shall pay instructions thereto, the holder of such Certificate the Merger Consideration multiplied by shall be entitled to receive in exchange therefor (x) a certificate representing the number of Cashed Shares whole shares of Buyer Common Stock (net less such holders respective portion of the Escrow Shares) to which such holder shall be entitled and/or (y) a check representing the amount of cash (in lieu of fractional shares, if any) plus the amount of any applicable dividends, or distributions, if any, pursuant to paragraph (b) below, after giving effect to any required withholding taxes)tax, in consideration therefor. Upon such payment such and the Certificate so surrendered shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall will be paid or accrued on the Merger Considerationcash or on the dividend or distribution, if any, payable to holders of Certificates pursuant to this Section 1D.1. If In the Merger Consideration (or any portion thereof) event of a transfer of ownership of Company Capital Stock which is not registered in the transfer records of the Company, a Certificate representing the proper number of shares of Buyer Common Stock, together with a check for the cash, if any, to be delivered paid in lieu of fractional shares of Buyer Common Stock plus, to the extent applicable, the amount of any person other than the person in whose name dividend or distribution, if any, payable pursuant to paragraph (b) below, may be issued to such a transferee if the Certificate formerly representing shares of Common such Company Capital Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay presented to the Exchange Agent Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has have been paid or is not applicablepaid. (eb) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions on Buyer Common Stock shall be paid with respect to any shares of Common Company Capital Stock represented by a Certificate until such Certificate is surrendered for exchange as provided herein; provided, however, that subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of any unsurrendered Certificate the certificates representing whole shares of Buyer Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Buyer Common Stock represented thereby. (g) After and not paid, less the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation amount of any shares withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of Common Stock which were outstanding immediately prior to the Effective Time. If, dividends or other distributions with a record date after the Effective Time, Certificates formerly representing Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Buyer Common Stock are presented to Stock, less the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (h) None of Parent, MergerCo, the Company or the Exchange Agent shall be liable to any person in respect amount 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, any such shares, cash, dividends or distributions 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 theretowithholding taxes which may be required thereon.

Payment for Shares of Company Common Stock. (a) From and after the Effective Time, such bank or trust company as shall be mutually acceptable to MergerCo and the Company shall act as exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(c). (b) Promptly after the Effective Time, MergerCo the Surviving Corporation shall cause the Exchange Paying Agent to mail to each person who was a record holder of Certificates (the "Certificates") that an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.7(b) into the right to receive the Merger Consideration, a form of letter of transmittal (which shall specify that delivery shall be effected, 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 shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and instructions for its use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the exchange for payment of the Merger Consideration Consideration. Upon the surrender to the Paying Agent of such a Certificate, together with respect to shares such duly executed letter of Common Stock represented by Certificates entitled to payment of transmittal and any other required documents, the holder thereof shall be paid, without interest thereon, the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares")which such holder is entitled hereunder, upon the surrender of each such Certificate, the Exchange Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment and such Certificate shall forthwith be canceled. (d) . Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliatesshall, in after the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall Effective Time, represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends into which the Shares such Certificate theretofore represented shall have been converted pursuant to Section 2.7(b), and the holder thereof shall not be entitled to be paid or accrued on the Merger Considerationany cash to which such holder otherwise would be entitled. If the Merger Consideration (or In case any portion thereof) payment pursuant to this Section 3.1 is to be delivered made to any person a holder other than the person in whose name the Certificate formerly representing shares registered holder of Common Stock a surrendered therefor is registeredCertificate, it shall be a condition to of such right to receive such Merger Consideration payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such shares of Common Stock exchange shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration such cash to a person other than the registered holder of the Certificate surrendered, or that such person shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (e) No dividends or other distributions with respect to shares of Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (h) None of Parent, MergerCo, the Company 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, any such shares, cash, dividends or distributions 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.

Payment for Shares of Company Common Stock. (a) From At the Effective Time, (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time, upon the cancellation or conversion thereof in accordance with Section 3.01, shall automatically be canceled and shall cease to exist, and all holders of stock certificates (“Stock Certificates”) or book-entry shares (“Book-Entry Shares”) representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as Company Stockholders, except the right to receive the Merger Consideration with respect to each share of Company Common Stock evidenced thereby as provided in Section 3.01 (or to appraisal rights as provided in Section 3.03 with respect to Dissenting Shares), and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such Stock Certificates or Book-Entry Shares shall be made on such stock transfer books after the Effective Time. (b) Prior to the Effective Time, such Parent shall designate the Company’s current transfer agent or select a bank or trust company as shall be mutually acceptable agreeable to MergerCo and the Company shall to act as exchange agent (the "Exchange “Depository Agent"”) for the holders of Company Common Stock to receive the Merger Consideration payable pursuant to Section 3.01(a)(iii). Parent shall enter into agreements reasonably acceptable to the Company with the Depository Agent and Paying Agent, respectively, relating to services to be performed by the Depository Agent in its capacity as Depository Agent and the Paying Agent in its capacity as Paying Agent, respectively. At or prior to the Effective Time, MergerCo Parent shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Paying Agent in an account (cash sufficient to pay the "Exchange Fund") the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time payable pursuant to Section 2.1(c3.01(a)(iii) (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the Merger Consideration in the Merger. If Parent decides to invest the Payment Fund, then the Payment Fund shall be invested as reasonably directed by Parent; provided that (i) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days or guaranteed by the United States and backed by the full faith and credit of the United States, or in commercial paper obligations of issuers organized under the Law of a state of the United States of America, rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, (ii) such investments shall be in in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, and (iii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any interest and other income resulting from such investments shall become part of the Payment Fund and any amounts in excess of the amounts payable pursuant to this Article III shall promptly be paid to Parent upon demand. Parent and the Surviving Corporation shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this Section 3.02(b). Nothing in this Agreement and no investment losses resulting from investment of the Payment Fund shall diminish the rights of any holder of Stock Certificates or Book-Entry Shares to receive, or Parent’s and the Surviving Corporation’s obligation to pay, such holder’s applicable portion of the Merger Consideration. (bc) Promptly As soon as reasonably practicable after the Effective Time, MergerCo and in any event not later than the second (2nd) Business Day after the Closing Date, Parent shall cause the Exchange Paying Agent to mail commence mailing to each record Person who was, at the Effective Time, a holder of Certificates (the "Certificates") that immediately prior to the Effective Time represented record of shares of Company Common Stock (i) in the case of Stock Certificates, (A) a form of letter of transmittal in customary form (which shall specify that delivery of Stock Certificates shall be effected, and risk of loss and title to the Stock Certificates shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent Paying Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (B) customary instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the surrender of each such CertificateStock Certificates, and (ii) in the Exchange Agent shall pay case of Book-Entry Shares, customary instructions for use in effecting the holder surrender of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes)Book-Entry Shares, in consideration therefor. Upon such payment such Certificate shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliatescase, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely exchange for the right to receive the Merger Consideration relating theretowith respect to each share of Company Common Stock evidenced by such Stock Certificates or Book-Entry Shares, as applicable. No interest Upon (1) in the case of Stock Certificates, delivery to the Paying Agent of Stock Certificates, together with a validly executed letter of transmittal, or dividends (2) in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message” in customary form and such other evidence of surrender, if any, as the Paying Agent may reasonably request, the holders thereof shall be paid or accrued on the Merger Consideration. If entitled to receive the Merger Consideration with respect to each share of Company Common Stock evidenced by such Stock Certificates or Book-Entry Shares, as applicable, and the Stock Certificates and Book-Entry Shares so surrendered shall be canceled. The CVRs shall not be evidenced by a certificate or other instrument. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the proper amount of Merger Consideration (including, for the avoidance of doubt, payment in the form of or any portion thereofwith respect to the CVRs) is may be paid in exchange therefor to be delivered to any person a Person other than the person Person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate Certificates or Book-Entry Shares so surrendered are registered if (I) such Stock Certificate shall be properly endorsed or such Stock Certificates or Book-Entry Shares shall otherwise be in proper form for transfer and that (II) the person surrendering Person requesting such shares of Common Stock payment shall either (x) pay to the Exchange Agent any transfer or and other taxes Taxes required by reason of such payment or (y) establish to the payment reasonable satisfaction of the Surviving Corporation and the Paying Agent that such transfer Tax either has been paid in full or is not applicable. Until surrendered as contemplated by this Section 3.02(c), each Stock Certificate and Book-Entry Share (other than Dissenting Shares) shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration with respect to each share of Company Common Stock evidenced thereby. No interest shall be paid on the portion of the Merger Consideration payable upon surrender of any Stock Certificate or Book-Entry Share. (d) If any Stock Certificate shall have been lost, stolen or destroyed, then, notwithstanding anything to a person other than the registered contrary in Section 3.02(c), upon the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, and, if required by the Surviving Corporation, the posting by that holder 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 Stock Certificate, the Certificate surrenderedPaying Agent will pay to such Person the Merger Consideration receivable with respect to each share of Company Common Stock represented by such lost, stolen or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicabledestroyed Stock Certificate. (e) No dividends or other distributions with respect Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains undistributed to shares former holders of Common Stock Certificates and Book-Entry Shares one (1) year after the Closing Date shall be paid delivered by the Paying Agent to the holder Parent upon demand. Any former holders of any unsurrendered Certificate Stock Certificates or Book-Entry Shares who have not theretofore complied with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there this Section 3.02 shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented thereafter look only to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return Parent for the payment of any portion of the Merger Consideration relating theretoConsideration, as provided in accordance with this Article III. (h) None III and without any interest thereon, payable with respect to each share of Company Common Stock previously evidenced by such Stock Certificates and Book-Entry Shares. Notwithstanding any provision of this Agreement to the contrary, none of the Company, Parent, MergerCo, the Company Surviving Corporation or the Exchange Paying Agent shall be liable to any person in respect Person for the portion of any cash from the Exchange Fund Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate Stock Certificates or Book-Entry Shares shall not have been surrendered prior to seven years after the Effective Timedate that any unclaimed portion of the Merger Consideration would otherwise become subject to any abandoned property, escheat or similar laws, any unclaimed funds payable with respect to such shares, cash, dividends Stock Certificates or distributions in respect of such Certificate Book-Entry Shares shall, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation. (f) Each of the Company, free the Surviving Corporation, Parent and clear Merger Sub, and their Affiliates, shall be, subject to Section 5.03(c) of the CVR Agreement, entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from (i) the Merger Consideration payable to any holder of Company Common Stock or any holder of Company Options, or (ii) any other consideration otherwise payable pursuant to this Agreement or the CVR Agreement, such amounts as it is required by Law to deduct and withhold with respect to Taxes. Each such payor shall timely remit to the appropriate Governmental Authority the amount of Taxes withheld. To the extent that amounts are so withheld and properly remitted to the appropriate Governmental Authority, such withheld amounts shall be treated for all claims purposes of this Agreement and the CVR Agreement as having been paid to the holder of Company Common Stock, holder of Company Options or interest other recipient of any person previously entitled theretoconsideration hereunder in respect of which such deduction and withholding was made.

Payment for Shares of Company Common Stock. (a) From At the Effective Time, (i) all shares of Company Common Stock outstanding immediately prior to the Effective Time, upon the cancellation or conversion thereof in accordance with Section 2.01, shall cease to exist, and all holders of stock certificates (“Stock Certificates”) or book-entry shares (“Book-Entry Shares”) representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as Company Stockholders, except the right to receive the Per-Share Amount with respect to each share of Company Common Stock evidenced thereby as provided in Section 2.01 upon the surrender of such shares of Company Common Stock (or to appraisal rights as provided in Section 2.03 with respect to Dissenting Shares), and (ii) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. The cash paid in accordance with the terms of this Article II upon conversion and surrender of any shares of Company Common Stock shall be deemed to have been delivered and paid in full satisfaction of all rights pertaining to such shares of Company Common Stock (subject to any rights with respect to Dissenting Shares). No further transfer of any such Stock Certificates or Book-Entry Shares shall be made on such stock transfer books after the Effective Time. (b) Prior to the Effective Time, such Parent shall select a bank or trust company as shall be mutually reasonably acceptable to MergerCo and the Company shall to act as exchange paying agent in the Merger (the "Exchange “Paying Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Paying Agent relating to services to be performed by the Paying Agent. At or prior to the Effective TimeTime but after the Education Closing, MergerCo (i) the Company shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, deposited with the Exchange Paying Agent an amount in cash from its available cash on hand (including the proceeds received by the Company in the Education Transaction), which amount (1) shall be determined by Parent following consultation with the Company (provided that the deposit of such amount with the Paying Agent shall not violate any applicable Law) by providing written notice to the Company no later than two (2) Business Days prior to the Closing Date and (2) when paid to the Company Stockholders, shall be deemed a redemption of such Company Stockholders’ shares of Company Common Stock on a pro rata basis (such amount, the “Redemption Cash Amount”), and (ii) Parent shall cause to be deposited with the Paying Agent an account (amount in cash, which when combined with the "Exchange Fund") Redemption Cash Amount, shall be no less than the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time payable pursuant to Section 2.1(c2.01(a) (the “Parent Cash Amount” together with the Redemption Cash Amount, the “Payment Fund”); provided that, for the avoidance of doubt, there shall be no minimum requirement for the Redemption Cash Amount. (bc) Promptly As soon as reasonably practicable after the Effective Time, MergerCo and in any event not later than the third (3rd) Business Day after the Closing Date, Parent shall cause the Exchange Paying Agent to mail commence mailing to each record holder of Certificates (the "Certificates") that Person who was, immediately prior to the Effective Time represented Time, a holder of record of shares of Company Common Stock (i) in the case of Stock Certificates, (A) a form of letter of transmittal in customary form (which shall specify that delivery of Stock Certificates shall be effected, and risk of loss and title to the Stock Certificates shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent Paying Agent) and (B) customary instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment surrender of Stock Certificates, and (ii) in the Merger Consideration case of Book-Entry Shares, customary instructions for use in effecting the surrender of Book-Entry Shares, in each case, in exchange for the Per-Share Amount with respect to shares each share of Company Common Stock represented evidenced by such Stock Certificates entitled or Book-Entry Shares, as applicable. Upon (1) in the case of Stock Certificates, delivery to payment the Paying Agent of Stock Certificates, together with a validly executed letter of transmittal, or (2) in the Merger Consideration pursuant to Section 2.1(c) (case of Book-Entry Shares, receipt by the "Cashed Shares")Paying Agent of an “agent’s message” in customary form and such other evidence of surrender, upon if any, as the surrender of each such CertificatePaying Agent may reasonably request, the Exchange Agent holders thereof shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment such Certificate shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting Shares) shall represent solely the right entitled to receive the Merger Consideration relating thereto. No interest Per-Share Amount with respect to each share of Company Common Stock evidenced by such Stock Certificates or dividends Book-Entry Shares, as applicable, and the Stock Certificates and Book-Entry Shares so surrendered shall be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the proper amount of cash may be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is in exchange therefor to be delivered to any person a Person other than the person Person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate Certificates or Book-Entry Shares so surrendered are registered if (I) such Stock Certificate shall be properly endorsed or such Stock Certificates or Book-Entry Shares shall otherwise be in proper form for transfer and that (II) the person surrendering Person requesting such shares of Common Stock payment shall either (x) pay to the Exchange Agent any transfer or other taxes tax required by reason of the such payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall (y) establish to the reasonable satisfaction of the Exchange Surviving Corporation and the Paying Agent that such transfer tax either has been paid in full or is not applicable. Until surrendered as contemplated by this Section 2.02(c), each Stock Certificate and Book-Entry Share (other than Dissenting Shares) shall be deemed after the Effective Time to represent only the right to receive the Per-Share Amount with respect to each share of Company Common Stock evidenced thereby. No interest shall be paid on the Per-Share Amount payable upon surrender of any Stock Certificate or Book-Entry Share. (d) If any Stock Certificate shall have been lost, stolen or destroyed, then, notwithstanding anything to the contrary in Section 2.02(c), upon the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, in form and substance reasonably acceptable to Parent, and if required by Parent or the Paying Agent, the posting by such Person of a bond in a customary amount as Parent or the Paying Agent may reasonably require as indemnity against any claim that may be made against it or the Company, Parent shall cause the Paying Agent to pay to such Person the Per-Share Amount receivable with respect to each share of Company Common Stock represented by such lost, stolen or destroyed Stock Certificate. (e) No dividends or other distributions with respect Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains undistributed to shares former holders of Common Stock Certificates and Book-Entry Shares 270 days after the Closing Date shall be paid delivered by the Paying Agent to the holder Parent upon demand. Any former holders of any unsurrendered Certificate Stock Certificates or Book-Entry Shares who have not theretofore complied with respect to the shares of Common Stock represented thereby. (g) After the Effective Time, there this Section 2.02 shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of Common Stock are presented thereafter look only to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return Parent for the payment of any portion of the Merger Consideration relating theretoConsideration, as provided in accordance with this Article III. (h) None II and without any interest thereon, payable with respect to each share of Company Common Stock previously evidenced by such Stock Certificates and Book-Entry Shares. Notwithstanding any provision of this Agreement to the contrary, none of the Company, Parent, MergerCoMerger Sub, the Company Surviving Corporation or the Exchange Paying Agent shall be liable to any person in respect Person for the portion of any cash from the Exchange Fund Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificate Stock Certificates or Book-Entry Shares shall not have been surrendered prior to seven years after the second (2nd) anniversary of the Effective Time, any unclaimed funds payable with respect to such shares, cash, dividends Stock Certificates or distributions in respect of such Certificate Book-Entry Shares shall, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any person Person previously entitled thereto. (f) The Paying Agent shall invest all cash included in the Payment Fund as reasonably directed by Parent; provided that (i) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days or guaranteed by the United States and backed by the full faith and credit of the United States, or in commercial paper obligations of issuers organized under the Law of a state of the Unites States of America, rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any interest and other income resulting from such investments shall be paid to Parent upon demand. Parent and the Surviving Corporation shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this Section 2.02(f). Subject to Section 2.02(e), nothing in this Agreement and no investment losses resulting from investment of the Payment Fund shall diminish the rights of any holder of Stock Certificates or Book-Entry Shares to receive, or Parent’s and the Surviving Corporation’s obligation to pay, such holder’s applicable portion of the Merger Consideration. (g) Notwithstanding anything to the contrary contained herein, each of the Company, Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement, such amounts as may be, in its reasonable discretion, required to be deducted or withheld with respect to the making of such payment under any applicable Tax Law; provided, however, that under no circumstances will the Company, Parent, Merger Sub, the Surviving Corporation or the Paying Agent deduct or withhold any amount under Section 1445 of the Code. Each such payor shall take all action that may be necessary to ensure that any such amounts so withheld are promptly and properly remitted to the appropriate Governmental Authority. Any amounts so deducted or withheld and timely and properly remitted to the appropriate Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made.

Payment for Shares of Company Common Stock. (a) From and after At the Effective Time, such Parent shall deposit, or shall cause to be deposited, with a bank or trust company as shall be mutually acceptable to MergerCo Parent and the Company shall act as exchange agent (the "“Exchange Agent"”). At or prior to , for the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with benefit of the holders of shares of Company Common Stock for exchange through the Exchange Agent in an account (the "Exchange Fund") Agent, the aggregate Merger Consideration (net of any applicable withholding taxes) to which holders of shares of Common Stock shall be entitled at the Effective Time as provided pursuant to Section 2.1(c) (the “Exchange Fund”). (b) Promptly after the Effective Time, MergerCo Parent shall cause the Exchange Agent to mail to each record holder of Certificates (the "Certificates") that record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (i) a form of letter of transmittal 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 Agent and (ii) instructions for use in surrendering such the Certificates and receiving in exchange for the Merger Consideration in respect thereofConsideration. (c) In effecting the payment of the Merger Consideration with respect to shares of Common Stock represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(c) (the "Cashed Shares"), upon the Upon surrender of each such Certificate, a Certificate for cancellation to the Exchange Agent shall pay together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration multiplied which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and the number of Cashed Shares (net of any applicable withholding taxes), in consideration therefor. Upon such payment such Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. (d) Until surrendered in accordance with paragraph (c) abovethis Section 3.1, each such Certificate (other than Certificates representing shares of Company Common Stock held by Parent, MergerCo or any other wholly owned Subsidiary of its affiliatesParent, in the treasury of the Company or by any wholly owned Subsidiary of the Company or Dissenting SharesCompany) shall represent solely the right to receive the Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Company Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Company Common Stock shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) No dividends or Promptly following the date which is 180 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other distributions with respect documents in its possession relating to the Merger, and the Exchange Agent’s duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of Company Common Stock shall be paid may surrender such Certificate to the holder of any unsurrendered Certificate with respect Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the shares of Common Stock represented therebyMerger Consideration relating thereto. (gf) After At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, On or after the Effective Time, any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent, they Agent shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (hg) None of Parent, MergerCo, the Company Surviving Corporation or the Exchange Agent or any of their respective Subsidiaries or affiliates 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. . (h) If any Certificate shall not have been surrendered prior lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to seven years after be lost, stolen or destroyed and, if reasonably required by Parent, the Effective Timeposting 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 sharesCertificate, cashthe Exchange Agent will issue the Merger Consideration in exchange for such lost, dividends stolen or distributions in destroyed Certificate. (i) The Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration or other amounts payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as the Exchange Agent, Parent or the Surviving Corporation is required to deduct and withhold with respect to the making of such Certificate shallpayment under the Code, to or any provision of United States federal, state or local tax laws. To the extent permitted that amounts are so withheld by applicable lawthe Exchange Agent, become the property of Parent or the Surviving Corporation, free such amounts withheld 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 clear of all claims withholding was made by the Exchange Agent, Parent or interest of any person previously entitled theretothe Surviving Corporation.