Common use of Payment for Shares Clause in Contracts

Payment for Shares. The Surviving Corporation shall make available or cause to be made available to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent"a) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately prior Prior to the Effective Time, Acquisition will designate, with the Company’s prior consent (not to be unreasonably withheld), a bank or trust company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At At, or immediately before, the Effective Time, Acquisition will, and Parent shall cause Acquisition to, provide the Paying Agent with the funds necessary to make the payments under the rights contemplated by Section 2.7. Until used for that purpose, the funds will be invested by the Paying Agent, as directed by the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $10 billion (based on the most recent financial statements of the banks which are then publicly available). (b) Promptly (and in any event within five Business Days) after the Effective Time, the Surviving Corporation shall instruct will cause the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, was a record holder of Common Stock at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of stock certificates representing Common Stock (“Certificates”) in order to receive payment of the certificates whichMerger Price. When the Paying Agent receives a Certificate, immediately prior together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent will pay to the Effective Timeholder of the shares represented by the Certificate, represented any or as otherwise directed in the letter of such Shares in exchange for payment therefortransmittal, the Merger Price with regard to those shares, and the Certificate will be cancelled. Upon surrender Book entry transfer of shares to the Paying Agent will have the same effect as delivery of such certificates, together a Certificate with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent respect to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsthose shares. No interest will be paid or will accrue accrued on the amount cash payable upon the surrender of any such certificateCertificates. If payment is to be made to a person other than the registered holder of person in whose name a surrendered Certificate is registered, the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall Certificate must be properly endorsed or otherwise be in proper form for transfer transfer, and that the person requesting such who surrenders the Certificate must provide funds for payment shall pay of any transfer or other taxes required by reason of the payment to a person other than the registered record holder of the certificate surrendered Certificate or establish to the satisfaction of the Surviving Corporation or that the tax has been paid. After the Effective Time, a Certificate which has not been surrendered will represent only the right to receive the Merger Price, without any interest. (c) The Paying Agent may withhold from the sum payable to any person as a result of the Merger, and pay to the appropriate taxing authorities, any amounts which the Paying Agent that such or the Surviving Corporation is required, or reasonably believes it is required, to withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of any state, local or foreign tax law. Any sum which is withheld and paid to a taxing authority as permitted by this paragraph will be deemed to have been paid to the person with regard to whom it is withheld. The Parties shall provide and to make customary requests for information and documentation allowing for the avoidance of withholding. (d) If a Certificate has been paid lost, stolen or destroyed, the Surviving Corporation will accept an affidavit and indemnification reasonably satisfactory to it instead of the Certificate. (e) At any time which is not applicable. One hundred and eighty days following more than six months after the Effective Time, the Surviving Corporation shall be entitled to cause may require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent which and have not been disbursed to former holders of certificates formerly representing Shares outstanding on shares of Common Stock (including, without limitation, interest and other income received by the Effective TimePaying Agent in respect of the funds made available to it), and thereafter such holders shall be entitled after the funds have been delivered to the Surviving Corporation, former stockholders of the Company must look to the Surviving Corporation only as general creditors thereof with respect to for payment of the Merger Consideration payable Price upon due surrender of their certificatesthe Certificates held by them. Notwithstanding Neither the foregoing, neither Surviving Corporation nor the Paying Agent nor any party hereto shall will be liable to any holder former stockholder of certificates formerly representing Shares the Company for any amount paid Merger consideration which is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) After the Effective Time, the Surviving Corporation will not record any transfers of shares of Common Stock on the stock transfer books of the Company or the Surviving Corporation. If, after the Effective Time, Certificates are presented for transfer, they will be cancelled and treated as having been surrendered for the Merger Price (which will be paid upon receipt of a properly completed Letter of Transmittal and any other required documents). (g) Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the number of outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, business combination, tender or exchange offer, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within such period, the Tender Offer Price and the Merger Price shall be appropriately adjusted to provide the holders of shares of Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that (i) in no event shall the aggregate amount payable by Parent or Acquisition pursuant to this Section 2.10 after giving effect to any such event exceed the amount that would have been payable pursuant to this Section 2.10 had such event not occurred and (ii) nothing in this Section 2.10 shall permit the Company to take any action with respect to its securities that is expressly prohibited by the terms of this Agreement.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the paying Effective Time, Parent and Newco shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent appointed by Merger Sub in connection with the Company's prior approval Merger (the "Paying Exchange Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately ). At or prior to the Effective Time, Parent or Newco will provide the Exchange Agent with the funds necessary to make the payments contemplated by Section 1.07(a) hereof (the "Exchange Fund"). At Such funds shall be invested by the Exchange Agent as directed by Newco or, after the Effective Time, the Surviving Corporation, PROVIDED that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation shall instruct the Paying Agent to promptlyor Parent, and in any event not later than three business days following as Parent directs. (b) Promptly after the Effective Time, the Exchange Agent shall mail to each person who wasrecord holder, at as of the Effective Time, a holder of record an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Merger Subthe "Certificates") of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon surrender to the Paying Exchange Agent of such certificatesa Certificate, together with such a duly executed letter of transmittal, duly executed transmittal and completed in accordance with the instructions theretoany other required documents, the Surviving Corporation holder of such Certificate shall instruct receive in exchange therefor (as promptly as practicable) the Paying Agent to promptlyMerger Consideration, without any interest thereon, less any required withholding of taxes, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will Certificate shall forthwith be paid or will accrue on the amount payable upon the surrender of any such certificatecancelled. If payment is to be made to a person other than the registered holder of the certificate surrenderedperson in whose name a Certificate so surrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the person requesting such payment shall either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate Certificate so surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 1.11(b), each Certificate (other than Certificates representing Shares held in the Company's treasury or by Parent or Xxxxx, or by any subsidiary of Parent or Newco, and eighty days following other than Certificates representing Dissenting Shares) shall represent for all purposes only the right to receive for each Share represented thereby the Merger Consideration. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article I. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the Effective Time, with respect to such Shares except to surrender such Certificates in exchange for cash pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such holders may have pursuant to Section 262 of the Delaware Act. (e) Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation. Any stockholders of the Company who have not theretofore complied with this Article I shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors for payment of their claims for the Merger Consideration for each Share such stockholders hold, without any interest. (f) Notwithstanding anything to the contrary in this Section 1.11, none of the Exchange Agent, Parent or the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any a holder of certificates a Certificate formerly representing Shares for any amount paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent"a) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately prior Prior to the Effective Time, Acquisition will designate, with the Company’s prior consent (not to be unreasonably withheld), a bank or trust company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At At, or immediately before, the Effective Time, Acquisition will, and Parent shall cause Acquisition to, provide the Paying Agent with the funds necessary to make the payments contemplated by Sections 2.7 and 2.9. Until used for that purpose, the funds will be invested by the Paying Agent, as directed by the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $10 billion (based on the most recent financial statements of the banks which are then publicly available). (b) Promptly (and in any event within five business days) after the Effective Time, the Surviving Corporation shall instruct will cause the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, was a record holder of Common Stock at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of stock certificates representing Common Stock (“Certificates”) in order to receive payment of the certificates whichMerger Price. When the Paying Agent receives a Certificate, immediately prior together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent will pay to the Effective Timeholder of the shares represented by the Certificate, represented any or as otherwise directed in the letter of such Shares in exchange for payment therefortransmittal, the Merger Price with regard to those shares, and the Certificate will be cancelled. Upon surrender Book entry transfer of shares to the Paying Agent will have the same effect as delivery of such certificates, together a Certificate with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent respect to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsthose shares. No interest will be paid or will accrue accrued on the amount cash payable upon the surrender of any such certificateCertificates. If payment is to be made to a person other than the registered holder of person in whose name a surrendered Certificate is registered, the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall Certificate must be properly endorsed or otherwise be in proper form for transfer transfer, and that the person requesting such who surrenders the Certificate must provide funds for payment shall pay of any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered Certificate or establish to the satisfaction of the Surviving Corporation or that the tax has been paid. After the Effective Time, a Certificate which has not been surrendered will represent only the right to receive the Merger Price, without any interest. (c) The Paying Agent may withhold from the sum payable to any person as a result of the Merger, and pay to the appropriate taxing authorities, any amounts which the Paying Agent that such or the Surviving Corporation is required, or reasonably believes it is required, to withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of any state, local or foreign tax law. Any sum which is withheld and paid to a taxing authority as permitted by this paragraph will be deemed to have been paid to the person with regard to whom it is withheld. The parties agree to provide and to make customary requests for information and documentation allowing for the avoidance of withholding. (d) If a Certificate has been paid lost, stolen or destroyed, the Surviving Corporation will accept an affidavit and indemnification reasonably satisfactory to it instead of the Certificate. (e) At any time which is not applicable. One hundred and eighty days following more than six months after the Effective Time, the Surviving Corporation shall be entitled to cause may require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent which and have not been disbursed to former holders of certificates formerly representing Shares outstanding on shares of Common Stock (including, without limitation, interest and other income received by the Effective TimePaying Agent in respect of the funds made available to it), and thereafter such holders shall be entitled after the funds have been delivered to the Surviving Corporation, former stockholders of the Company must look to the Surviving Corporation only as general creditors thereof with respect to for payment of the Merger Consideration payable Price upon due surrender of their certificatesthe Certificates held by them. Notwithstanding Neither the foregoing, neither Surviving Corporation nor the Paying Agent nor any party hereto shall will be liable to any holder former stockholder of certificates formerly representing Shares the Company for any amount paid Merger consideration which is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) After the Effective Time, the Surviving Corporation will not record any transfers of shares of Common Stock on the stock transfer books of the Company or the Surviving Corporation, and the stock ledger of the Company will be closed. If, after the Effective Time, Certificates are presented for transfer, they will be cancelled and treated as having been surrendered for the Merger Price (which will be paid upon receipt of a properly completed Letter of Transmittal and any other required documents). (g) In the event that the Company changes the number of shares of Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock issued and outstanding prior to the Effective Time, as applicable, as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, and not in violation of Article 6, the Merger Price shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Merger Price.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the paying agent appointed by Merger Sub with Effective Time, Parent or Purchaser will designate The Bank of New York or any other bank or trust company located in the Company's prior approval United States having capital, surplus and undivided profits exceeding $500,000,000 that is reasonably satisfactory to Company (the "Paying AgentDISBURSING AGENT") amounts sufficient to receive cash in an amount equal to the aggregate product (rounded up or down to provide all funds necessary the nearest whole $.01, for which purpose $.005 shall be rounded up to the Paying Agent to make payments pursuant to Section 2.1(anearest whole $.01) hereof to holders of Shares (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares then held of record by Parent or Purchaser or any other direct or indirect wholly-owned subsidiary of Parent or Company), prorated for fractional shares, and (ii) the Merger Consideration (such amount being hereinafter referred to as the "EXCHANGE FUND"). (i) At or before the Effective Time, Parent will deliver irrevocable written instructions to the Disbursing Agent in form and substance reasonably satisfactory to Company to make, out of the Exchange Fund, the payments referred to in Section 2.5(a) hereof in accordance with Section 2.8(c) hereof. At Such irrevocable instructions may authorize the Disbursing Agent to invest amounts in the Exchange Fund as Parent directs, provided that all such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital, surplus and undivided profits exceeding $500,000,000 (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that the maturities of Permitted Investments will be such as to permit the Disbursing Agent to make prompt payments to Persons entitled thereto pursuant to this Section 2.8. The Exchange Fund will not be used for any other purpose except as provided in this Agreement. Any net profit resulting from, or interest or income produced by, such investments will remain in the Exchange Fund. Parent and the Surviving Corporation jointly and severally agree to cause the Exchange Fund to be promptly replenished to the extent of any net losses incurred as a result of the Permitted Investments. (ii) In addition, if after the Effective Time any Person holding of record or beneficially owning Dissenting Shares shall become entitled to receive payment for such Dissenting Shares pursuant to Sections 302A.471 and 302A.473 of the MBCA, Parent will deliver irrevocable written instructions to the Disbursing Agent to pay either to such Person or to the Surviving Corporation the amount to which such Person is entitled, provided that the payment from the Exchange Fund with respect to any Dissenting Share will not exceed the Merger Consideration, and provided further that such instructions will, if sums are to be paid to the Surviving Corporation, be accompanied by a certificate of the Surviving Corporation that any sums so paid will be remitted by the Surviving Corporation to the shareholder or beneficial owner entitled thereto in accordance with Section 302A.473 of the MBCA. (iii) Any amount remaining in the Exchange Fund one year after the Closing Date (as hereinafter defined) may be refunded to the Surviving Corporation, at its option; PROVIDED, HOWEVER, that Parent and the Surviving Corporation (subject to applicable abandoned property, escheat and similar laws) will jointly and severally continue to be liable for any payments required to be made thereafter pursuant to Section 2.5(a) hereof or Section 302A.473 of the MBCA. (c) As soon as practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Disbursing Agent to promptly, and in any event not later than three business days following the Effective Time, will mail to each person who was, at the Effective Time, a holder of record (other than Merger SubParent or Purchaser or any other direct or indirect wholly- owned subsidiary of Parent or Purchaser) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificate or certificates which, immediately prior to the Effective Time, represented any issued and outstanding shares of Company Common Stock (other than Dissenting Shares) a letter of transmittal in form reasonably acceptable to Company (a "LETTER OF TRANSMITTAL") for return to the Disbursing Agent, and instructions for use in effecting the surrender of such Shares in exchange certificate or certificates and the receipt of cash for payment therefor. Upon surrender to the Paying Agent each of such certificatesholder's shares of Company Common Stock pursuant to Section 2.5(a) hereof. The Disbursing Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days as soon as practicable following receipt of properly tendered any such certificate or certificates together with a duly executed Letter of Transmittal and letters any other items specified in the Letter of transmittalTransmittal, will pay by cashier's check of the Disbursing Agent to the persons Persons entitled thereto a check in the amount to which such persons are entitled, after giving effect (subject to any required tax withholdingswithholding of taxes by the Surviving Corporation) the amount (rounded up or down to the nearest whole $.01, for which purpose $.005 shall be rounded up to the nearest whole $.01) determined by multiplying (A) the number of shares of Company Common Stock represented by the certificate or certificates so surrendered (prorated for fractional shares) by (B) the Merger Consideration. No interest will be paid or will accrue accrued on the amount cash payable upon the surrender of any such certificate. If payment is certificate or certificates. (d) In the event any such certificate or certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate or certificates to have been lost, stolen or destroyed, the amount to which such Person would have been entitled under Section 2.8(c) hereof but for failure to deliver such certificate or certificates to the Disbursing Agent will nevertheless be made paid to a person other than such Person; PROVIDED, HOWEVER, that the registered holder of the certificate surrenderedSurviving Corporation may, it shall be in its sole discretion and as a condition of precedent to such payment that payment, require such Person to give the certificate so surrendered shall be properly endorsed or otherwise Surviving Corporation a written indemnity agreement in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish substance reasonably satisfactory to the satisfaction of Surviving Corporation and, if reasonably deemed advisable by the Surviving Corporation, a bond in such sum as it may reasonably direct as indemnity against any claim that may be had against the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof Parent with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoingcertificate or certificates alleged to have been lost, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat stolen or similar lawdestroyed.

Payment for Shares. The Surviving Corporation Prior to the Effective Time, Purchaser shall make available designate a United States bank or trust company reasonably satisfactory to the Company to act as Payment Agent in the Merger (the "Payment Agent"). At or prior to the Effective Time, Purchaser or Sub shall deposit, or cause to be made available to the paying agent appointed by Merger Sub deposited, in trust with the Company's prior approval Payment Agent immediately available funds in an amount sufficient to make the payments contemplated by Section 2.1.1 on a timely basis (the "Paying AgentExchange Fund") amounts sufficient in the aggregate ). The Payment Agent shall, pursuant to provide all funds necessary for the Paying Agent irrevocable instructions and subject to Section 2.4.3, make payments pursuant to Section 2.1(a) hereof out of the Exchange Fund to holders of record who hold Shares issued and outstanding immediately prior to the Effective TimeTime and the Exchange Fund shall not be used for any other purpose. At The Exchange Fund may, as directed by the Surviving Corporation (so long as such directions do not impair the rights of holders of Shares to receive the Merger Consideration promptly upon the surrender of their shares in accordance with this agreement), be invested by the Payment Agent in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Moody's Investors Servicxx, Xxx. or Standard & Poor's Corporation, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets. Deposit of funds pursuant hereto shall not relieve Purchaser or the Surviving Corporation of their obligations to make payments in respect of Shares and Purchaser hereby guarantees the Surviving Corporation's obligations in respect thereof. 2.4.1 Promptly after the Effective Time, Purchaser and the Surviving Corporation shall instruct cause the Paying Payment Agent to promptlymail and/or make available to each record holder, and in any event not later than three business days following as of the Effective Time, mail of a certificate or certificates (the "Certificates") which immediately prior to each person who was, at the Effective Time, a holder of record Time represented Shares (other than Merger Sub) of issued those cancelled pursuant to Section 2.1.2), a notice and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 Payment Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforthe Merger Consideration. Upon As promptly as practicable after surrender to the Paying Payment Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions theretothereon, the Surviving Corporation holder of such Certificate shall instruct be paid in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of the number of Shares represented by such Certificate multiplied by the Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate shall be canceled. No interest will shall be paid or will accrue on accrued in respect of the amount payable upon the surrender of any such certificateMerger Consideration. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedsurrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 2.4, each Certificate (other than Certificates cancelled pursuant to Section 2.1.2 and eighty days following Dissenting Shares) shall represent for all purposes solely the right to receive the Merger Consideration, without any interest thereon.. 2.4.2 After the Effective Time, there shall be no transfers of Shares on the stock transfer books of the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Corporation. If, after the Effective Time, and thereafter such holders Certificates are presented to the Payment Agent or the Surviving Corporation, they shall be entitled canceled and exchanged for cash as provided in this Section 2.4, subject to applicable law in the case of Dissenting Shares. 2.4.3 Any portion of the Exchange Fund which remains unclaimed by the stockholders of the Company on the date six months after the Effective Time shall be repaid to the Surviving Corporation, upon demand, and any stockholder of the Company who has not theretofore complied with Section 2.4 shall thereafter look only to the Surviving Corporation only as general creditors thereof with respect to for payment of such stockholder's claim for the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoingConsideration, neither the Paying Agent nor without any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawinterest thereon.

Payment for Shares. The (a) From and after the Effective Time, Computershare, Ltd. shall act as paying agent (the “Paying Agent”) for the purpose of effecting the payment of the Merger Price in exchange for certificates (the “Certificates”) formerly representing Shares and entitled to payment of the Merger Price pursuant to Section 2.1. At the Effective Time and from time to time thereafter, Parent shall, or shall cause the Purchaser or the Surviving Corporation shall make available (including, if necessary, providing the Purchaser or the Surviving Corporation with sufficient funds) to, deposit, or cause to be made available to the paying agent appointed by Merger Sub deposited, in trust with the Company's prior approval (the "Paying Agent") amounts Agent sufficient in the aggregate funds to provide all funds necessary for permit the Paying Agent to make the payments pursuant to contemplated by this Section 2.1(a) hereof to 3.1. Such funds shall be invested by the Paying Agent in a bank money-market account, short-term certificates of deposit issued by a bank, or short-term securities issued or guaranteed by the United States Government, as directed by Parent or the Purchaser, in trust for the benefit of the holders of the Shares, for payment in accordance with Section 2.1 in exchange for outstanding Shares. Parent or the Surviving Corporation may cause the Paying Agent to pay over to the Parent or Surviving Corporation any net earnings with respect to the investment of the funds. In no event will any holder of Shares issued and outstanding be entitled to any earnings on the funds to which such holder shall become entitled pursuant to Section 2.1. To the extent that there are losses with respect to any investment of the funds or the funds diminish for any reason below the level required to make prompt cash payment as contemplated by this Section 3.1, Parent shall, or shall cause the Surviving Corporation (including, if necessary, providing the Surviving Corporation with sufficient funds) to, promptly replace or restore such funds in cash so as to ensure that funds at all times are maintained at a level sufficient to make such cash payments. (b) Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each record holder of a Certificate that immediately prior to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record Time represented Shares (other than Merger Sub) any Certificate representing Shares held by a wholly-owned subsidiary of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) a form of letter of transmittal that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificate to the Paying Agent, instructions for use in effecting surrendering Certificates and receiving the Merger Price therefore, and such other provisions as Parent and the Company may reasonably specify. Upon the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange each Certificate for payment therefor. Upon surrender cancellation to the Paying Agent Agent, or in lieu of any such certificatesCertificate which has been lost, stolen or destroyed, an affidavit of lost, stolen or destroyed share certificates (including customary indemnity against loss but excluding any requirement to post a bond or similar security), together with such letter of transmittal, duly executed executed, and completed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the Surviving Corporation Paying Agent shall instruct pay the holder of such Certificate in exchange therefore cash in an amount equal to the Merger Price multiplied by the number of Shares formerly represented by such Certificate, and such Certificate shall forthwith be canceled. Until so surrendered, each Certificate (other than Certificates representing Shares held by a wholly-owned subsidiary of the Company) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest shall be paid or accrued on the Merger Price. (c) Promptly following the date which is 18 months after the Effective Time, Parent may require the Paying Agent to promptlydeliver to Parent all cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the transactions described in this Agreement, and in any event not later the Paying Agent’s duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Share (other than three business days following receipt Certificates representing Shares held by a wholly-owned subsidiary of properly tendered certificates the Company) shall be entitled to look to Parent (subject to applicable abandoned property, escheat and letters of transmittal, pay similar Laws) only as general creditors thereof with respect to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount Merger Price payable upon the surrender of their Certificates, without any interest thereon. None of Parent, the Purchaser or the Surviving Corporation shall be liable to any holder of Shares for any amount paid to a public official in accordance with applicable abandoned property, escheat or similar Laws. (d) The Merger Price shall be net to each holder of Certificates in cash, subject to reduction only for any applicable federal back up withholding and any other taxes payable by such certificateholder. Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the Merger Price otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent. (e) If payment of cash in respect of any Certificate is to be made to a person other than the registered holder of the certificate surrenderedperson in whose name such Certificate is registered, it shall be a condition of to such payment that the certificate Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or other taxes required by reason of the such payment to in a person name other than that of the registered holder of the certificate Certificate surrendered or establish shall have established to the satisfaction of the Surviving Corporation Parent or the Paying Agent that such tax either has been paid or is not applicable. One hundred and eighty days following payable. (f) The Merger Price delivered upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, and, after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it of any funds (including any interest received with respect thereto) made available Shares which were outstanding immediately prior to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Effective Time. If, after the Effective Time, and thereafter such holders shall be entitled Certificates formerly representing Shares (other than Certificates representing Shares held by a wholly-owned subsidiary of the Company) are presented to look to Parent, the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither or the Paying Agent nor any party hereto Agent, they shall be liable to any holder surrendered and canceled in return for the payment by Parent or the Paying Agent, as applicable, of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned propertythe aggregate Merger Price relating thereto, escheat or similar lawwithout interest, as provided in this Section 3.1.

Payment for Shares. The Surviving Corporation shall make available or cause For purposes of the Offer, the Fund will be deemed to be made available have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 6 pursuant to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent"Offer) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued when, as and outstanding immediately prior if it gives oral or written notice to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder Depositary of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any its acceptance of such Shares in exchange for payment thereforpursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon surrender the terms and subject to the Paying Agent conditions of such certificatesthe Offer, together with such letter of transmittal, duly executed and completed in accordance the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the instructions theretoDepositary, which will make payment to shareholders promptly as directed by the Surviving Corporation shall instruct Fund. The Fund will not pay interest on the Paying Agent to promptlypurchase price under any circumstances. Xxxxxx purchased in the Offer will be retired. In all cases, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay payment for Shares purchased pursuant to the persons entitled thereto Offer will be made only after timely receipt by the Depositary of: (a) a check Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender name of any such certificate. If payment is to be made to a person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder owner or such other person) payable on account of the certificate surrendered, it shall be a condition transfer to such person of such payment that Shares will be deducted from the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a person other than correct, completed and signed Form W-8 or Form W-9, as necessary, and who fails to complete fully and sign either the registered holder Form W-8 or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 31% of the certificate surrendered gross proceeds paid to such shareholder or establish other payee pursuant to the satisfaction Offer. See Section 15 regarding this tax as well as possible withholding at the rate of the Surviving Corporation 30% (or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect theretolower applicable treaty rate) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled gross proceeds payable to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawtendering non-U.S. shareholders.

Payment for Shares. The Surviving Corporation At and from time to time after the Effective Time, Purchaser shall make available or cause to be made available to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent") Exchange Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Exchange Agent to make payments pursuant to Section 2.1(a) of the Merger Consideration hereof to holders of Shares the Company Common Stock issued and outstanding immediately prior to the Effective Time. At As soon as practicable after the Effective Time, the Surviving Corporation Purchaser shall instruct the Paying Agent cause to promptly, and in any event not later than three business days following the Effective Time, mail be mailed to each person (or otherwise to be delivered to each person, at such person's expense, who requests delivery) who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares Company Common Stock, a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates Company Certificate(s) which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Exchange Agent of such certificates (or such documentation as is acceptable to and required by the Exchange Agent with respect to lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Exchange Agent shall instruct the Paying Agent promptly cause to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay be paid to the persons Persons entitled thereto a check in the amount to which such persons Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person Person other than the registered holder of the certificate Company Certificate(s) surrendered, it shall be a condition of such payment that the certificate Company Certificate(s) so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate Company Certificate(s) surrendered or establish established to the satisfaction of the Surviving Corporation Purchaser or the Paying Exchange Agent that such tax has been paid or is not applicable. One hundred and eighty Hundred Eighty (180) days following the Effective Time, the Surviving Corporation Purchaser shall be entitled to cause the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Exchange Agent which have not been disbursed to holders of certificates formerly representing Shares Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Purchaser only as general creditors thereof with respect to the Merger Consideration cash payable upon due surrender of their certificatesCompany Certificates. Notwithstanding anything in this Section 2 or elsewhere in this Agreement to the foregoingcontrary, neither the Paying Exchange Agent nor any party hereto shall be liable to any a former holder of certificates formerly representing Shares Company Common Stock for any amount paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawabandoned property laws. The Exchange Agent shall also deliver to Purchaser a certified list of the names and addresses of all former registered holders of Company Common Stock who have not then surrendered their Company Certificates to receive the Merger Consideration to which they are entitled. Except as otherwise provided herein or in the Letter of Transmittal, Purchaser shall pay all charges and expenses, including those of the Exchange Agent, in connection with the payment of the Merger Consideration in exchange for Company Common Stock.

Payment for Shares. The Surviving Corporation Prior to the Effective Time, Purchaser shall make available designate a United States bank or trust company reasonably satisfactory to the Company to act as Payment Agent in the Merger (the "Payment Agent"). At or prior to the Effective Time, Purchaser or Sub shall deposit, or cause to be made available to the paying agent appointed by Merger Sub deposited, in trust with the Company's prior approval Payment Agent immediately available funds in an amount sufficient to make the payments contemplated by Section 2.1.1 on a timely basis (the "Paying AgentExchange Fund") amounts sufficient in the aggregate ). The Payment Agent shall, pursuant to provide all funds necessary for the Paying Agent irrevocable instructions and subject to Section 2.4.3, make payments pursuant to Section 2.1(a) hereof out of the Exchange Fund to holders of record who hold Shares issued and outstanding immediately prior to the Effective TimeTime and the Exchange Fund shall not be used for any other purpose. At The Exchange Fund may, as directed by the Surviving Corporation (so long as such directions do not impair the rights of holders of Shares to receive the Merger Consideration promptly upon the surrender of their shares in accordance with this agreement), be invested by the Payment Agent in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets. Deposit of funds pursuant hereto shall not relieve Purchaser or the Surviving Corporation of their obligations to make payments in respect of Shares and Purchaser hereby guarantees the Surviving Corporation's obligations in respect thereof. 2.4.1 Promptly after the Effective Time, Purchaser and the Surviving Corporation shall instruct cause the Paying Payment Agent to promptlymail and/or make available to each record holder, and in any event not later than three business days following as of the Effective Time, mail of a certificate or certificates (the "Certificates") which immediately prior to each person who was, at the Effective Time, a holder of record Time represented Shares (other than Merger Sub) of issued those cancelled pursuant to Section 2.1.2), a notice and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 Payment Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforthe Merger Consideration. Upon As promptly as practicable after surrender to the Paying Payment Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions theretothereon, the Surviving Corporation holder of such Certificate shall instruct be paid in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of the number of Shares represented by such Certificate multiplied by the Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate shall be canceled. No interest will shall be paid or will accrue on accrued in respect of the amount payable upon the surrender of any such certificateMerger Consideration. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedsurrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 2.4, each Certificate (other than Certificates cancelled pursuant to Section 2.1.2 and eighty days following Dissenting Shares) shall represent for all purposes solely the right to receive the Merger Consideration, without any interest thereon. 2.4.2 After the Effective Time, there shall be no transfers of Shares on the stock transfer books of the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Corporation. If, after the Effective Time, and thereafter such holders Certificates are presented to the Payment Agent or the Surviving Corporation, they shall be entitled canceled and exchanged for cash as provided in this Section 2.4, subject to applicable law in the case of Dissenting Shares. 2.4.3 Any portion of the Exchange Fund which remains unclaimed by the stockholders of the Company on the date six months after the Effective Time shall be repaid to the Surviving Corporation, upon demand, and any stockholder of the Company who has not theretofore complied with Section 2.4 shall thereafter look only to the Surviving Corporation only as general creditors thereof with respect to for payment of such stockholder's claim for the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoingConsideration, neither the Paying Agent nor without any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawinterest thereon.

Payment for Shares. The Surviving Corporation From and after the Closing, Purchaser shall make available or cause to be made available to ensure that the paying agent appointed by Merger Sub Purchaser with the Company's prior reasonable approval (the "Paying Agent") has, as and when needed, amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a3.1(a) hereof to (a) holders of Shares issued and outstanding immediately prior to the Effective Time, and (b) the Eligible Option Holders (as hereinafter defined). At After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of capital stock of the Company which were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, but in any event no later than ten (10) business days after the Closing Date, the Surviving Corporation shall instruct the Paying Agent cause to promptly, and in any event not later than three business days following the Effective Time, mail be mailed to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares or an Eligible Option Holder a form (mutually agreed to by Merger Sub Purchaser and the Company) of letter of transmittal and instructions for use in effecting (i) the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor, with respect to stockholders, and (ii) the payment to the Eligible Option Holders of all amounts payable thereto pursuant to Section 3.5. Upon surrender to the Paying Agent of such certificates, together certificates (with such respect to the stockholders) and delivery of the letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent promptly cause to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay be paid to the persons each person entitled thereto (1) a check in the amount equal to which the Merger Consideration multiplied by the number of Shares held by such persons are entitledperson, after giving effect with respect to the stockholders, and (2) with respect to an Eligible Option Holder, a check in the amount payable to such Eligible Option Holder pursuant to Section 3.5, in each case, less any required tax withholdings. No interest will be paid or will accrue on the amount payable upon to any person hereunder. In the surrender case of any such certificate. If a stockholder, if payment is to be made to a person other than the registered holder of the certificate cerificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One Two hundred and eighty seventy (270) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective TimeTime or Eligible Option Holders, as applicable, and thereafter such holders persons shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration cash payable upon due surrender of their certificateshereunder. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares or any Eligible Option Holder for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with this Section.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent"a) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately prior Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in connection with the Merger (the "PAYING AGENT") pursuant to a paying agent agreement providing for the matters set forth in this Section 1.11 and otherwise reasonably satisfactory to the Company. At the Effective Time, the Company shall deposit, or cause to be deposited, in trust with the Paying Agent for the benefit of holders of shares of Company Common Stock, the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 1.8(d). Such funds shall be invested as directed by the Company or the Surviving Corporation shall instruct pending payment thereof by the Paying Agent to promptly, holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and in any event not later than three business days following exclusive property of the Company and the Surviving Corporation and no part thereof shall accrue to the benefit of the holders of the shares of Company Common Stock. (b) Promptly after the Effective Time, the Paying Agent shall mail to each person who wasrecord holder, at as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES"), whose shares were converted pursuant to Section 1.8(d) into the right to receive the Merger Consideration (i) a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Purchaser may specify) and (ii) instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforof the Merger Consideration (together, the "TRANSMITTAL DOCUMENTS"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent of or to such certificatesother agent or agents as may be appointed by Purchaser, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoexecuted, the Surviving Corporation holder of such Certificate or Certificates shall instruct be entitled to receive in exchange therefor (as promptly as practicable) the Paying Agent Merger Consideration in respect of all shares of Company Common Stock formerly represented by such Certificate or Certificates, without any interest thereon, pursuant to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will Section 1.8(d) The Certificate(s) so surrendered shall forthwith be paid or will accrue on the amount payable upon the surrender of any such certificatecanceled. If payment of the Merger Consideration is to be made to a person Person other than the registered holder of Person in whose name the certificate surrenderedsurrendered Certificate or Certificates are registered, it shall be a condition of such payment that the certificate Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the person Person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the certificate Certificate(s) surrendered or establish shall have established to the satisfaction of the Surviving Corporation or the Paying Agent that such tax either has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of and eighty days as contemplated by this Section 1.11, any Certificate (other than Certificates representing shares of Company Common Stock subject to Sections 1.8(a), (b) and (c) and other than Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 1.11. Upon the surrender of Certificates in accordance with the terms and instructions contained in the Transmittal Documents, the Company shall cause the Paying Agent to pay the holder of such Certificates in exchange therefor cash in an amount equal to the Merger Consid- eration (other than Certificates representing Dissenting Shares and Certificates representing shares of Company Common Stock subject to Sections 1.8(a), (b) and (c)). (c) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, Certificates (other than Dissenting Shares or those subject to Sections 1.8(a), (b) and (c)) are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 1.11. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding shares of Company Common Stock. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than those subject to Section 1.8(b)) shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by applicable law. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the relevant portion of the Merger Consideration in accordance with Section 1.8(d) for shares of Company Common Stock represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, the board of directors of the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to give the Surviving Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. (f) Promptly following the date which is one year after the Effective Time, the Surviving Corporation shall be entitled to cause require the Paying Agent to deliver to it any funds cash (including any interest received with respect thereto) ), Certificates and other documents in its possession relating to the Merger, which had been made available to the Paying Agent and which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective TimeCertificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to any portion of the Merger Consideration payable upon due surrender of their certificates. Notwithstanding Certificates, without any interest thereon. (g) The Merger Consideration paid in the foregoingMerger shall be net to the holder of shares of Company Common Stock in cash, neither subject to reduction only for any applicable Federal withholding taxes or, as set forth in Section 1.11(b), stock transfer taxes payable by such holder. (h) Anything to the contrary in this Section 1.11 notwithstanding, none of the Paying Agent nor any party hereto Agent, Purchaser or the Surviving Corporation shall be liable to any holder of certificates a Certificate formerly representing Shares for any amount paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered prior to two years after the Effective Time, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Payment for Shares. The Surviving Corporation (a) As soon as practicable after the Effective Time, but no later than five (5) Business Days thereafter, the parties shall deliver or cause to be delivered to the Paying Agent a certified copy of the list of the holders of Bancshares Common Stock as of the Effective Time. From and after the Effective Time, the stock transfer records of Bancshares shall be closed and there shall be no further registrations or transfers on the stock transfer books of Bancshares of the shares of Bancshares Common Stock that were outstanding immediately prior to the Effective Time. (b) At and from time to time after the Effective Time, Purchaser shall make available or cause to be made available to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent") Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant of the Merger Consideration to Section 2.1(a) hereof to the holders of Shares Bancshares Common Stock issued and outstanding immediately prior to the Effective Time. At . (c) As soon as practicable after the Effective Time, the Surviving Corporation but no later than ten (10) Business Days thereafter, Purchaser shall instruct use its Best Efforts to cause the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person Person (or deliver to each Person, at such Person’s expense, who requests delivery) who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares Bancshares Common Stock, a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates Bancshares Certificate(s) which, immediately prior to the Effective Time, represented any such shares (the “Letter of such Shares in exchange for payment therefor. Transmittal”). (d) Upon surrender to the Paying Agent of such certificatesBancshares Certificates (or such documentation as is acceptable to and required by the Paying Agent with respect to lost Bancshares Certificate(s)), together with such letter Letter of transmittalTransmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent shall promptly cause to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay be paid to the persons Persons entitled thereto a check in the amount to which such persons Persons are entitled, after giving effect to any required tax Tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. . (e) If payment is to be made to a person Person other than the registered holder of the certificate Bancshares Certificate(s) surrendered, it shall be a condition of any such payment that the certificate Bancshares Certificate(s) so surrendered shall be properly endorsed or otherwise executed in proper form for transfer and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the certificate surrendered Bancshares Certificate(s) surrendered, or establish to the satisfaction of the Surviving Corporation Purchaser or the Paying Agent that any such tax Tax has been paid or is not applicable. . (f) One hundred and eighty (180) days following the Effective Time, (i) the Surviving Corporation Paying Agent shall deliver to Purchaser a certified list of the names and addresses of all former registered holders of Bancshares Common Stock who have not then surrendered their Bancshares Certificates to receive the Merger Consideration to which they are entitled, and (ii) Purchaser shall be entitled at its election to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares Bancshares Common Stock outstanding on at the Effective Time. Upon the delivery of such funds to Purchaser, and thereafter such holders shall be entitled to look to the Surviving Corporation Purchaser only as general creditors thereof with respect to the Merger Consideration cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount Bancshares Certificates. (g) The Merger Consideration paid to a public official pursuant to any applicable abandoned propertythis Article II shall constitute and represent full satisfaction of all rights pertaining to such shares of Bancshares Common Stock. (h) Except as otherwise expressly provided herein or in the Letter of Transmittal, escheat or similar lawPurchaser shall pay all charges and expenses in connection with the payment of the Merger Consideration in exchange for Bancshares Common Stock.

Payment for Shares. The Surviving Corporation (a) From and after the Effective Time, a bank or trust company designated by Parent or the Purchaser shall make available or cause to be made available to the act as paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender payment of the applicable Merger Consideration in respect of certificates which(the "Certificates") that, immediately prior to the Effective Time, represented Shares or Nonvoting Common Shares entitled to payment of the applicable Merger Consideration pursuant to Section 2.07. Parent or the Purchaser shall cause the Surviving Corporation to provide the Paying Agent with cash in amounts necessary to pay for all the Shares and Nonvoting Common Shares pursuant to Section 2.07, as and when such amounts are needed by the Paying Agent. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Services, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $50 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Shares or Nonvoting Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Shares or Nonvoting Common Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in surrendering such Certificates in exchange for payment therefor. Upon the surrender to the Paying Agent of each such certificatesCertificate, together with such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct and such other documents as may be required pursuant to such instructions, the Paying Agent to promptlyshall pay the holder of such Certificate the applicable Merger Consideration multiplied by the number of Shares or Nonvoting Common Shares formerly represented by such Certificate, in consideration therefor, and in such Certificate shall forthwith be cancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares or Nonvoting Common Shares held by Parent or the Purchaser, any event not later than three business days following receipt wholly-owned subsidiary of properly tendered certificates and letters of transmittalParent or the Purchaser, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder treasury of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed Company or otherwise in proper form for transfer and that the person requesting such payment shall pay by any transfer or other taxes required by reason wholly-owned subsidiary of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect theretoCompany) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.shall

Payment for Shares. The Surviving Corporation (a) Prior to the Effective Time, Parent shall make available deposit, or shall cause to be made available deposited, with or for the account of a bank or trust company designated by Parent and reasonably acceptable to the paying agent appointed by Merger Sub with the Company's prior approval Company (the "“Paying Agent") amounts ”), for the benefit of the holders of Shares, cash in an amount sufficient in to pay the aggregate Merger Consideration payable upon the conversion of Shares pursuant to provide all funds necessary Section 2.1(c) (the “Payment Fund”). For purposes of determining the aggregate Merger Consideration to be made available, Parent shall assume that there will be no Dissenting Shares. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of Shares are entitled pursuant to this Section 2.3, Parent shall be liable for the payment thereof. The expenses of the Paying Agent shall be paid by Parent or the Surviving Corporation, as the case may be. (b) As soon as reasonably practicable after the Effective Time, but in any event, no later than the second Business Day after the Effective Time, Parent shall instruct the Paying Agent to make payments pursuant mail to Section 2.1(aeach holder of record (other than the Company or any of its Subsidiaries or Parent, Purchaser, or any other Subsidiary of Parent) hereof to holders of Shares issued and outstanding a certificate or certificates that, immediately prior to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and evidenced outstanding Shares (the “Certificates”), (i) a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Shares, as applicable, shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent of such certificates, together with such letter of transmittal, duly executed executed, and completed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the Surviving Corporation holder of such Certificate shall instruct be entitled to receive in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of (x) the number of Shares formerly represented by such Certificate and (y) the Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate so surrendered shall forthwith be cancelled. No interest will shall be paid or will accrue accrued on the amount any cash payable upon the surrender of any such certificateCertificate. If payment is to be made to a person Person other than the registered holder of Person in whose name the certificate surrenderedsurrendered Certificate is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the certificate surrendered Certificate or establish established to the satisfaction of Parent and the Surviving Corporation that such taxes have been paid or are not applicable. (c) 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, the Paying Agent will issue in exchange for such lost, stolen, or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Agreement; provided that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen, or destroyed. (d) The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates. (e) The Paying Agent shall invest the Payment Fund, as directed by Parent, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, or (iv) certificates of deposit, bank repurchase agreements, or bankers’ acceptances of commercial banks with capital exceeding $10,000,000,000.00. Any net earnings with respect to the Payment Fund shall be the property of and paid over to Parent as and when requested by Parent. To the extent that there are losses with respect to such investments, or the Payment Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments or other events so as to ensure that the Payment Fund is, at all times, maintained at a level sufficient to make such payments. (f) Any portion of the Payment Fund that remains undistributed to the holders of Certificates twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Certificates that have not theretofore complied with the terms hereof shall thereafter look only to Parent, and only as general creditors thereof, for payment of their claim for any Merger Consideration. (g) None of Parent, Purchaser, the Surviving Corporation, or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder Person in respect of certificates formerly representing Shares for any amount paid payments or distributions payable from the Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law. (h) Parent and Purchaser shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, Stock Rights, or Certificates such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of applicable state, local or foreign tax law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to such holders in respect of which such deduction and withholding was made. (i) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration on the records of the Company of transfers of any shares of capital stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, a Certificate (other than representing Shares described in Section 2.1(b)) is presented to the Surviving Corporation, it shall be cancelled and exchanged as provided in this Section 2.3. (j) In the case of any outstanding Shares that are uncertificated, the parties shall make such adjustments to this Section 2.3 as are necessary or appropriate to implement the same purpose and effect that this Section 2.3 has with respect to Shares that are represented by Certificates.

Payment for Shares. The Surviving Corporation Prior to the Effective Time, Purchaser shall make available designate a United States bank or trust company reasonably satisfactory to the Company to act as Payment Agent in the Merger (the "Payment Agent"). At or prior to the Effective Time, Purchaser or Sub shall deposit, or cause to be made available to the paying agent appointed by Merger Sub deposited, in trust with the Company's prior approval Payment Agent immediately available funds in an amount sufficient to make the payments contemplated by Section 2. 1.1 on a timely basis (the "Paying AgentExchange Fund") amounts sufficient in the aggregate ). The Payment Agent shall, pursuant to provide all funds necessary for the Paying Agent irrevocable instructions and subject to Section 2.4.3, make payments pursuant to Section 2.1(a) hereof out of the Exchange Fund to holders of record who hold Shares issued and outstanding immediately prior to the Effective TimeTime and the Exchange Fund shall not be used for any other purpose. At The Exchange Fund may, as directed by the Surviving Corporation (so long as such directions do not impair the rights of holders of Shares to receive the Merger Consideration promptly upon the surrender of their shares in accordance with this agreement), be invested by the Payment Agent in direct obligations of the United States of America, obligations for which -the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets. Deposit of funds pursuant hereto shall not relieve Purchaser or the Surviving Corporation of their obligations to make payments in respect of Shares and Purchaser hereby guarantees the Surviving Corporation's obligations in respect thereof. 2.4.1 Promptly after the Effective Time, Purchaser and the Surviving Corporation shall instruct cause the Paying Payment Agent to promptlymail and/or make available to each record holder, and in any event not later than three business days following as of the Effective Time, mail of a certificate or certificates (the "Certificates") which immediately prior to each person who was, at the Effective Time, a holder of record Time represented Shares (other than Merger Sub) of issued those cancelled pursuant to Section 2.1.2), a notice and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 Payment Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforthe Merger Consideration. Upon As promptly as practicable after surrender to the Paying Payment Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions theretothereon, the Surviving Corporation holder of such Certificate shall instruct be paid in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of the number of Shares represented by such Certificate multiplied by the Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate shall be canceled. No interest will shall be paid or will accrue on accrued in respect of the amount payable upon the surrender of any such certificateMerger Consideration. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedsurrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 2.4, each Certificate (other than Certificates cancelled pursuant to Section 2.1.2 and eighty days following Dissenting Shares) shall represent for all purposes solely the right to receive the Merger Consideration, without any interest thereon. 2.4.2 After the Effective Time, there shall be no transfers of Shares on the stock transfer books of the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Corporation. If, after the Effective Time, and thereafter such holders Certificates are presented to the Payment Agent or the Surviving Corporation, they shall be entitled canceled and exchanged for cash as provided in this Section 2.4, subject to applicable law in the case of Dissenting Shares. 2.4.3 Any portion of the Exchange Fund which remains unclaimed by the stockholders of the Company on the date six months after the Effective Time shall be repaid to the Surviving Corporation, upon demand, and any stockholder of the Company who has not theretofore complied with Section 2.4 shall thereafter look only to the Surviving Corporation only as general creditors thereof with respect to for payment of such stockholder's claim for the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoingConsideration, neither the Paying Agent nor without any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawinterest thereon.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the paying Effective Time, Emerald shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent appointed by Merger Sub in connection with the Company's prior approval Merger (the "Paying Exchange Agent") amounts sufficient pursuant to an exchange agreement in form and substance reasonably satisfactory to the aggregate Company. Prior to the Effective Time, Emerald will provide all funds the Exchange Agent with cash necessary for the Paying Agent to make cash payments pursuant to contemplated by Section 2.1(a) hereof (the "Exchange Fund"). Such funds shall be invested by the Exchange Agent as directed (i) prior to holders the Effective Time, by Emerald or, (ii) after the Effective Time, by the Surviving Corporation, PROVIDED that such investments shall be in obligations of Shares issued and or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Emerald, as Emerald directs. (b) Promptly after the Effective Time, the Exchange Agent shall mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time. At Time represented Shares (the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record (other than Merger Sub"Certificates") of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon surrender to the Paying Exchange Agent of such certificatesa Certificate, together with such a duly executed letter of transmittal, duly executed transmittal and completed in accordance with the instructions theretoany other required documents, the Surviving Corporation holder of such Certificate shall instruct receive in exchange therefor (as promptly as practicable) the Paying Agent to promptlyMerger Consideration, without any interest thereon, less any required withholding of taxes, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will Certificate shall forthwith be paid or will accrue on the amount payable upon the surrender of any such certificatecancelled. If payment is to be made to a person other than the registered holder of the certificate surrenderedperson in whose name a Certificate so surrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the person requesting such payment shall either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate Certificate so surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 2.5(b), each Certificate (other than Certificates representing Shares held in the Company's treasury or by Emerald or the Company, or by any Subsidiary of Emerald or the Company, and eighty days following other than Certificates representing Dissenting Shares) shall represent for all purposes only the right to receive for each Share represented thereby the Merger Consideration. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the Effective Time, with respect to such Shares except to surrender such Certificates in exchange for cash pursuant to this Agreement or to perfect any rights of appraisal as holders of Dissenting Shares that such holders may have pursuant to Section 262 of the Delaware Act. (e) Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation. Any stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors for payment of their claims for the Merger Consideration for each Share such stockholders hold, without any interest. (f) Notwithstanding anything to the contrary in this Section 2.5, none of the Exchange Agent, Emerald or the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any a holder of certificates a Certificate formerly representing Shares for any amount paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the paying Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as disbursing agent appointed by Merger Sub with the Company's prior approval (the "Paying Disbursing Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying payment of Merger Consideration upon surrender of certificates representing shares of Company Common Stock and shall enter into a disbursing agent agreement with the Disbursing Agent in form and substance reasonably acceptable to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately the Company. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Disbursing Agent in trust for the benefit of the Company's shareholders cash in an aggregate amount necessary to make the payments pursuant to Section 1.02 to all holders of shares of Company Common Stock (such amounts being hereinafter referred to as the "Exchange Fund"). At The Disbursing Agent shall invest the Exchange Fund as the Surviving Corporation directs in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of all principal and interest or commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor's, a division of The McGraw Hill Companies, or a combination thereof, provided that, in any such case, no such instrument shall have a maturity exceeding three months. Any net profit resulting from, or interest or income produced by, such investments shall be held in the Exchange Fund. The Exchange Fund shall not be used for any other purpose except as provided in this Agreement. (b) Promptly after the Effective Time, the Surviving Corporation shall instruct cause the Paying Disbursing Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at was a record holder as of the Effective TimeTime of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the "Certificates"), and whose shares were converted into the right to receive Merger Consideration pursuant to Section 1.02, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 Disbursing Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforof the applicable Merger Consideration. Upon surrender to the Paying Disbursing Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with such other documents as may be reasonably required by the instructions theretoDisbursing Agent, the Surviving Corporation holder of such Certificate shall instruct be paid promptly in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of the number of shares of Company Common Stock represented by such Certificate multiplied by the Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate shall forthwith be cancelled. No interest will be paid or will accrue accrued on the amount cash payable upon the surrender of the Certificates. Notwithstanding anything to the contrary, in the event that prior to the Effective Time the Company shall declare any dividend or distribution with respect to shares of Company Common Stock, and such certificatedividend or distribution shall have a record date on or prior to the Effective Time and shall not have been paid prior to the Effective Time, each holder of shares of Company Common Stock on the record date shall be entitled to receive such dividend or distribution from the Surviving Corporation. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedCertificate surrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate Certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 1.03, each Certificate (other than Certificates representing shares of Company Common Stock which have been cancelled) shall represent for all purposes only the right to receive in cash the Merger Consideration multiplied by the number of shares of Company Common Stock evidenced by such Certificate, without any interest thereon. (c) At and eighty days following after the Effective Time, there shall be no registration of transfers of shares of Company Common Stock which were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided in this Agreement or by applicable law. All cash paid upon the surrender of Certificates in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, such Certificates shall be cancelled and exchanged for cash as provided in this Agreement. At the close of business on the day of the Effective Time the stock ledger of the Company shall be closed. (d) At any time more than six months after the Effective Time, the Surviving Corporation shall be entitled to cause require the Paying Disbursing Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Disbursing Agent which have and not been disbursed to in exchange for Certificates (including, without limitation, any interest and other income received by the Disbursing Agent in respect of all such funds). Thereafter, holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shares of Company Common Stock shall be entitled look only to look Parent (subject to the Surviving Corporation only terms of this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to the any Merger Consideration payable that may be payable, without interest, upon due surrender of their certificatesthe Certificates held by them. If any Certificates shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither none of Parent, the Paying Company, the Surviving Corporation nor the Disbursing Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares a share of Company Common Stock for any amount paid Merger Consideration delivered in respect of such share of Company Common Stock to a public official pursuant to the extent required by any applicable abandoned property, escheat or other similar law.

Payment for Shares. The Surviving Corporation shall make available or cause For purposes of the Offer, the Fund will be deemed to be made available have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 6 pursuant to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent"Offer) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued when, as and outstanding immediately prior if it gives oral or written notice to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder Depositary of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any its acceptance of such Shares in exchange for payment thereforpursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon surrender the terms and subject to the Paying Agent conditions of such certificatesthe Offer, together with such letter of transmittal, duly executed and completed in accordance the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the instructions theretoDepositary, which will make payment to shareholders promptly as directed by the Surviving Corporation shall instruct Fund. The Fund will not pay interest on the Paying Agent to promptlypurchase price under any circumstances. Shares purchased in the Offer will be retired. In all cases, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay payment for Shares purchased pursuant to the persons entitled thereto Offer will be made only after timely receipt by the Depositary of: (a) a check Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender name of any such certificate. If payment is to be made to a person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder owner or such other person) payable on account of the certificate surrendered, it shall be a condition transfer to such person of such payment that Shares will be deducted from the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a person other than correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to complete fully and sign either the registered holder Form W-8BEN, Form W-8ECI or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 30% of the certificate surrendered gross proceeds paid to such shareholder or establish other payee pursuant to the satisfaction Offer. See Section 14 regarding this tax as well as possible withholding at the rate of the Surviving Corporation 30% (or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect theretolower applicable treaty rate) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled gross proceeds payable to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawtendering Non-U.S. Shareholders.

Payment for Shares. The Surviving Corporation (a) From and after the Effective Time, a bank or trust company designated by Parent or the Purchaser shall make available or cause to be made available to the act as paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender payment of the applicable Merger Consideration in respect of certificates which(the "Certificates") that, immediately prior to the Effective Time, represented Shares or Nonvoting Common Shares entitled to payment of the applicable Merger Consideration pursuant to Section 2.07. Parent or the Purchaser shall cause the Surviving Corporation to provide the Paying Agent with cash in amounts necessary to pay for all the Shares and Nonvoting Common Shares pursuant to Section 2.07, as and when such amounts are needed by the Paying Agent. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Services, Inc. or Standard & Poor's Corporation, xxxxxctively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $50 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Shares or Nonvoting Common Shares (other than Certificates representing Dissenting Shares and Certificates representing Shares or Nonvoting Common Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in surrendering such Certificates in exchange for payment therefor. Upon the surrender to the Paying Agent of each such certificatesCertificate, together with such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct and such other documents as may be required pursuant to such instructions, the Paying Agent to promptlyshall pay the holder of such Certificate the applicable Merger Consideration multiplied by the number of Shares or Nonvoting Common Shares formerly represented by such Certificate, in consideration therefor, and in such Certificate shall forthwith be cancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares or Nonvoting Common Shares held by Parent or the Purchaser, any event not later than three business days following receipt wholly-owned subsidiary of properly tendered certificates and letters of transmittalParent or the Purchaser, pay to the persons entitled thereto a check in the amount treasury of the Company or by any wholly-owned subsidiary of the Company) shall represent solely the right to which such persons are entitled, after giving effect to any required tax withholdingsreceive the aggregate Merger Consideration relating thereto. No interest will or dividends shall be paid or will accrue accrued on the amount payable upon the surrender of any such certificateMerger Consideration. If payment the Merger Consideration (or any portion thereof) is to be made paid to a any person other than the registered holder of person in whose name the certificate surrenderedCertificate formerly representing Shares or Nonvoting Common Shares surrendered therefor is registered, it shall be a condition of to such right to receive such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting surrendering such payment Certificate shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered Certificate surrendered, or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days . (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to cause require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent which have and not been disbursed to holders of certificates Shares or Nonvoting Common Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), Certificates and other documents in its possession relating to the Transactions, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing Shares outstanding on the Effective Time, and thereafter or Nonvoting Common Shares may surrender such holders shall be entitled to look Certificate to the Surviving Corporation only as general creditors thereof with respect to and receive in consideration therefor the aggregate Merger Consideration payable upon due surrender of their certificatesrelating thereto, without any interest or dividends thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares a Share or a Nonvoting Common Share for any amount paid Merger Consideration delivered in respect of such Share or Nonvoting Common Share to a public official pursuant to any applicable abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of any Shares or Nonvoting Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares or Nonvoting Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares. From and after the Effective Time, the holders of Shares or Nonvoting Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares or Nonvoting Common Shares, except as otherwise provided herein or by applicable law.

Payment for Shares. The (a) At least ten (10) Business Days prior to the Effective Time, Purchaser shall designate a bank or trust company to act as paying agent in connection with the Merger (the “Paying Agent”) pursuant to a paying agent agreement reasonably acceptable to the Company (the “Paying Agent Agreement”), providing for, among other things, the matters set forth in Section 1.10. Subject to Section 6.3 (Manner of Indemnification; Escrow), on the Closing Date, immediately following the Closing, Purchaser shall, or shall cause the Surviving Corporation Company to, transfer to the Paying Agent for exchange in accordance with this Article 1 the consideration to which the Shareholders shall make available be entitled at the Effective Time in exchange for the Shares pursuant to Section 1.7 (Effect on Share Capital) and calculated in accordance with Section 1.11(a) (Merger Consideration). (b) As promptly as practicable following the Closing Date, the Surviving Company shall update its register of members maintained pursuant to Section 40 of the CICL (the “Register of Members”) and, to the extent not previously completed and submitted, shall cause the Paying Agent to mail or distribute electronically (or cause to be made available mailed or distributed electronically) to the paying agent appointed by Merger Sub with the Company's prior approval each holder of record of (the "Paying Agent"i) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding a certificate or certificates that, immediately prior to the Effective Time. At , evidenced outstanding Shares (the Effective Time, “Certificates”) or (ii) Shares represented by book-entry only (the Surviving Corporation shall instruct the Paying Agent to promptly, “Book-Entry Shares”) and in any event not later than three business days following each case whose Shares were cancelled in exchange for the Effective Timeright to receive the consideration described in Section 1.7 (Effect on Share Capital), mail to each person who was, at the Effective Time, (A) a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal in a customary form reasonably acceptable to Purchaser and the Company (the “Letter of Transmittal”) and (B) instructions for use in effecting the surrender of the certificates whichCertificates, immediately prior to or, in the Effective Timecase of Book-Entry Shares, represented any in accordance with the procedures set forth in the Letter of such Shares Transmittal, in exchange for payment therefor. Upon surrender of a Certificate or of a Book-Entry Share for cancellation to the Paying Agent of or such certificatesother agent or agents as may be appointed by Purchaser, together with such letter of transmittal, a duly executed and completed in accordance with the instructions theretoLetter of Transmittal, the Surviving Corporation holder of such Certificate or Book-Entry Share shall instruct be entitled to receive in exchange therefor, and Purchaser shall cause the Paying Agent to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check holder of such Certificate or Book-Entry Share (as promptly as practicable) an amount in cash equal to (A) the amount Closing Date Per Share Merger Consideration (after taking into account deductions for the proportionate portions of the Escrow Amount pursuant to which Section 1.12 (Escrow)), multiplied by (B) the number of Shares formerly represented by such persons are entitledCertificate or such Book-Entry Share, after giving effect without interest, and such Certificate or such Book-Entry Share shall, upon such surrender, be cancelled. The parties acknowledge and agree that it is the expectation that the Company’s controlling Shareholders will complete and submit Certificates and Letters of Transmittal prior to any required tax withholdings. No interest will be paid or will accrue the Closing Date so as to enable such Shareholders to receive payment from the Paying Agent on the amount payable upon the surrender of any such certificateClosing Date. If payment in respect of any Certificate is to be made to a person Person other than the registered holder of the certificate surrenderedPerson in whose name such Certificate is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on such Certificate or any related stock power shall be properly guaranteed and that the person Person requesting such payment shall pay have established to the satisfaction of Purchaser and the Paying Agent that any transfer or and other taxes Taxes required by reason of the such payment to a person Person other than the registered holder of such Certificate have been paid or are not applicable. Until surrendered in accordance with the certificate surrendered provisions of this Section 1.10, any Certificate or establish Book-Entry Share (other than Certificates or Book-Entry Shares representing Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the right to receive the portion of the Merger Consideration payable with respect thereto, in cash, without interest, as contemplated herein. (c) The Company shall procure that after the Effective Time and registering the transfers of Shares contemplated by the Transactions, the Register of Members of the Company shall be closed for transfers for a period of ninety (90) days (the “Closure Period”) and during such Closure Period there shall be no further registration of transfers of any Shares on the Register of Members. If, after the Effective Time, a Certificate is presented to the satisfaction Surviving Company, it shall be cancelled and exchanged as set forth in this Section 1.10. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof, the Surviving Company shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the relevant portion of the Merger Consideration payable in respect thereof pursuant to Section 1.10(b) above for the Shares represented thereby, provided, however, that the Surviving Corporation Company or the Paying Agent may, in their discretion, require the delivery of an indemnity from the holder of any such lost, stolen or destroyed Certificate that such tax has is satisfactory to Purchaser. (e) Any cash paid upon conversion of the Shares in accordance with the terms of this Article shall be deemed to have been paid or is not applicablein full satisfaction of all rights pertaining to such Shares. One hundred From and eighty days following after the Effective Time, the Surviving Corporation holders of Certificates or Book-Entry Shares shall cease to be Shareholders of the Company and to have any rights with respect to Shares represented thereby, except as otherwise set forth herein or by Applicable Law. (f) Promptly following the date that is six (6) months after the Effective Time, Purchaser shall be entitled to cause require the Paying Agent to deliver to it any funds (including any interest or other income received with respect thereto) that had been made available to the Paying Agent which and that have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective TimeShares, and thereafter such holders shall be entitled to look to the Surviving Corporation Purchaser only as general creditors thereof with respect to any portion of the Merger Consideration payable upon due surrender of their certificatesrespective Certificates or Book-Entry Shares, without interest. Notwithstanding anything to the foregoingcontrary in this Section 1.10, neither to the fullest extent permitted by Law, none of the Paying Agent nor any party hereto Agent, Purchaser or the Surviving Company shall be liable to any holder of certificates formerly representing Shares a Certificate or Book-Entry Share for any amount paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Payment for Shares. The Surviving Corporation As of the Effective Time, Parent shall make available or cause to be made available to deposit with the paying agent appointed by Merger Sub Parent with the Company's prior reasonable approval (the "Paying AgentPAYING AGENT") amounts sufficient ), for the benefit of the holders of Shares, cash in U.S. dollars in an amount equal to the Merger Consideration multiplied by the aggregate outstanding Shares (other than Shares held by Dissenting Stockholders) to provide all funds necessary for the Paying Agent to make payments be paid pursuant to Section 2.1(a) hereof to holders 3.1(a). After the Effective Time, there shall be no transfers on the stock transfer books of Shares issued and the Surviving Corporation of shares of capital stock of the Company which were outstanding immediately prior to the Effective Time. At Promptly after the Effective Time, the Surviving Corporation shall instruct the Paying Agent cause to promptly, and in any event not later than three business days following the Effective Time, mail be mailed to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub Parent and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatescertificates (or affidavit of loss in lieu thereof), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent promptly cause to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay be paid to the persons entitled thereto a check in the amount equal to which the Merger Consideration multiplied by the number of Shares held by such persons are entitled, after giving effect to person less any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent") amounts sufficient in connection with the aggregate Merger. At, or immediately prior to, the Effective Time, Parent will take all steps necessary to enable and will cause Sub to provide all funds necessary for the Paying Agent with the funds necessary to make the payments pursuant to contemplated by Section 2.1(a1.07 hereof, including, without limitation, by depositing the Merger Consideration with the Paying Agent. Such funds shall be invested by the Paying Agent as directed by Parent, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Services, Inc. or Standard & Poors' Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $50 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (the "SEC") hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. At or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall instruct cause the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who waswas a record holder, at as of the Effective Time, a holder of record an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Merger Sub) of issued and outstanding Shares the "Certificates"), a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon surrender to the Paying Agent of such certificatesa Certificate, together with such letter of transmittaltransmittal duly executed, duly executed and completed in accordance with the instructions theretoany other required documents, the Surviving Corporation holder of such Certificate shall instruct be entitled to receive in exchange for each Share represented thereby the Paying Agent to promptlyMerger Price, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate shall forthwith be canceled. No interest will be paid or will accrue accrued on the amount cash payable upon the surrender of any such certificatethe Certificates. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedCertificate surrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer transfer, and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate Certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 2.02, each Certificate (other than Certificates representing Shares canceled pursuant to Section 1.07(b) hereof and eighty days Dissenting Shares) shall represent for all purposes only the right to receive the Merger Price for each Share represented thereby, without any interest thereon. (c) At any time following the sixth (6th) month after the Effective Time, the Surviving Corporation shall be entitled to cause require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent which have and not been disbursed to holders of certificates formerly representing Shares outstanding on (including, without limitation, all interest and other income received by the Effective TimePaying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to the Merger Consideration any consideration set forth in Section 1.07 hereof that may be payable upon due surrender of their certificatesthe Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares a Share for any amount paid consideration set forth in Section 1.07 hereof delivered in respect of such Share to a public official pursuant to any applicable abandoned property, escheat or other similar law. (d) After the Effective Time, there shall be no transfers of the Shares on the stock transfer books of the Surviving Corporation which were outstanding immediately prior to the Effective Time, and the stock ledger of the Company shall be closed. After the Effective Time, the holders of Shares outstanding at the Effective Time shall cease to have any rights with respect to such Shares except as provided herein or by applicable law. If, during the six (6) months immediately following the Effective Time, Certificates representing Shares are presented to the Paying Agent, they shall be canceled and exchanged for cash as provided in this Article II. If, after six (6) months following the Effective Time, Certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in this Article II.

Payment for Shares. The Surviving Corporation (a) Prior to the Effective Time, Parent shall make available deposit, or shall cause to be made available deposited, with or for the account of a bank or trust company designated by Parent and reasonably acceptable to the paying agent appointed by Merger Sub with the Company's prior approval Company (the "“Paying Agent") amounts ”), for the benefit of the holders of Shares, cash in an amount sufficient in to pay the aggregate Merger Consideration payable upon the conversion of Shares pursuant to provide all funds necessary Section 2.1(c) (the “Payment Fund”). For purposes of determining the aggregate Merger Consideration to be made available, Parent shall assume that there will be no Dissenting Shares. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of Shares are entitled pursuant to this Section 2.3, Parent shall be liable for the payment thereof. The expenses of the Paying Agent shall be paid by Parent or the Surviving Corporation, as the case may be. (b) As soon as reasonably practicable after the Effective Time, but in any event, no later than the second Business Day after the Effective Time, Parent shall instruct the Paying Agent to make payments pursuant mail to Section 2.1(aeach holder of record (other than the Company or any of its Subsidiaries or Parent, Purchaser, or any other Subsidiary of Parent) hereof to holders of Shares issued and outstanding a certificate or certificates that, immediately prior to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and evidenced outstanding Shares (the “Certificates”), (i) a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Shares, as applicable, shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent of such certificates, together with such letter of transmittal, duly executed executed, and completed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the Surviving Corporation holder of such Certificate shall instruct be entitled to receive in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of (x) the number of Shares formerly represented by such Certificate and (y) the Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate so surrendered shall forthwith be cancelled. No interest will shall be paid or will accrue accrued on the amount any cash payable upon the surrender of any such certificateCertificate. If payment is to be made to a person Person other than the registered holder of Person in whose name the certificate surrenderedsurrendered Certificate is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the certificate surrendered Certificate or establish established to the satisfaction of Parent and the Surviving Corporation that such taxes have been paid or are not applicable. (c) 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, the Paying Agent will issue in exchange for such lost, stolen, or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Agreement; provided that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen, or destroyed. (d) The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates. (e) The Paying Agent shall invest the Payment Fund, as directed by Parent, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either Mxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, or (iv) certificates of deposit, bank repurchase agreements, or bankers’ acceptances of commercial banks with capital exceeding $10,000,000,000.00. Any net earnings with respect to the Payment Fund shall be the property of and paid over to Parent as and when requested by Parent. To the extent that there are losses with respect to such investments, or the Payment Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments or other events so as to ensure that the Payment Fund is, at all times, maintained at a level sufficient to make such payments. (f) Any portion of the Payment Fund that remains undistributed to the holders of Certificates twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Certificates that have not theretofore complied with the terms hereof shall thereafter look only to Parent, and only as general creditors thereof, for payment of their claim for any Merger Consideration. (g) None of Parent, Purchaser, the Surviving Corporation, or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder Person in respect of certificates formerly representing Shares for any amount paid payments or distributions payable from the Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law. (h) Parent and Purchaser shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, Stock Rights, or Certificates such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of applicable state, local or foreign tax law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to such holders in respect of which such deduction and withholding was made. (i) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration on the records of the Company of transfers of any shares of capital stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, a Certificate (other than representing Shares described in Section 2.1(b)) is presented to the Surviving Corporation, it shall be cancelled and exchanged as provided in this Section 2.3. (j) In the case of any outstanding Shares that are uncertificated, the parties shall make such adjustments to this Section 2.3 as are necessary or appropriate to implement the same purpose and effect that this Section 2.3 has with respect to Shares that are represented by Certificates.

Payment for Shares. The Surviving Corporation shall make available or cause For purposes of the Offer, the Fund will be deemed to be made available have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 6 pursuant to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent"Offer) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued when, as and outstanding immediately prior if it gives oral or written notice to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder Depositary of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any its acceptance of such Shares in exchange for payment thereforpursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon surrender the terms and subject to the Paying Agent conditions of such certificatesthe Offer, together with such letter of transmittal, duly executed and completed in accordance the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the instructions theretoDepositary, which will make payment to shareholders promptly as directed by the Surviving Corporation shall instruct Fund. The Fund will not pay interest on the Paying Agent to promptlypurchase price under any circumstances. Shares purchased in the Offer will be retired. In all cases, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay payment for Shares purchased pursuant to the persons entitled thereto Offer will be made only after timely receipt by the Depositary of: (a) a check Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender name of any such certificate. If payment is to be made to a person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder owner or such other person) payable on account of the certificate surrendered, it shall be a condition transfer to such person of such payment that Shares will be deducted from the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a person other than correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to complete fully and sign either the registered holder Form W-8BEN, Form W-8ECI or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 30.5% of the certificate surrendered gross proceeds paid to such shareholder or establish other payee pursuant to the satisfaction Offer. See Section 14 regarding this tax as well as possible withholding at the rate of the Surviving Corporation 30% (or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect theretolower applicable treaty rate) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled gross proceeds payable to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawtendering non-U.S. shareholders.

Payment for Shares. The Surviving Corporation shall make available or cause For purposes of the Offer, the Fund will be deemed to be made available have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 6 pursuant to the paying agent appointed by Merger Sub with the Company's prior approval (the "Paying Agent"Offer) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued when, as and outstanding immediately prior if it gives oral or written notice to the Effective Time. At the Effective Time, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder Depositary of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any its acceptance of such Shares in exchange for payment thereforpursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon surrender the terms and subject to the Paying Agent conditions of such certificatesthe Offer, together with such letter of transmittal, duly executed and completed in accordance the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the instructions theretoDepositary, which will make payment to shareholders promptly as directed by the Surviving Corporation shall instruct Fund. The Fund will not pay interest on the Paying Agent to promptlypurchase price under any circumstances. Shares purchased xx xxe Offer will be retired. In all cases, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay payment for Shares purchased pursuant to the persons entitled thereto Offer will be made only after timely receipt by the Depositary of: (a) a check Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender name of any such certificate. If payment is to be made to a person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder owner or such other person) payable on account of the certificate surrendered, it shall be a condition transfer to such person of such payment that Shares will be deducted from the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a person other than correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to complete fully and sign either the registered holder Form W-8BEN, Form W-8ECI or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 30% of the certificate surrendered gross proceeds paid to such shareholder or establish other payee pursuant to the satisfaction Offer. See Section 14 regarding this tax as well as possible withholding at the rate of the Surviving Corporation 30% (or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect theretolower applicable treaty rate) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled gross proceeds payable to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawtendering Non-U.S. Shareholders.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the paying agent appointed by Merger Sub with Effective Time, Parent will designate Xxxxx Fargo Bank or any other bank or trust company located in the Company's prior approval United States having capital and surplus exceeding $500,000,000 that is reasonably satisfactory to the Company (the "Paying “Disbursing Agent"”) amounts sufficient to receive cash in an amount equal to the aggregate to provide all funds necessary for product of (i) the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders number of Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than the Excluded Shares), and (ii) the amount of the Initial Merger Consideration (such amount being hereinafter referred to as the “Exchange Fund”). (i) At the Closing (as defined in Section 2.1 hereof, and employed consistently throughout this Agreement), Merger Sub shall irrevocably deposit with the Disbursing Agent the full amount of the Exchange Fund. At or before the Effective Time, Parent will deliver irrevocable written instructions to the Disbursing Agent in form and substance reasonably satisfactory to the Company to make, out of the Exchange Fund, the payments of the Initial Merger Consideration in accordance with Section 1.8(c) hereof. Such irrevocable instructions may authorize the Disbursing Agent to invest amounts in the Exchange Fund as Parent directs, provided that all such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, or in certificates of deposit, bank repurchase agreements or bankers’ acceptances issued by commercial banks with capital and surplus exceeding $500,000,000 (collectively, “Permitted Investments”); provided, however, that the maturities of Permitted Investments will be such as to permit the Disbursing Agent to make prompt payments to persons entitled thereto pursuant to this Section 1.8. The Exchange Fund will not be used for any other purpose except as expressly provided in this Agreement. Any net profit resulting from, or interest or income produced by, the Permitted Investments will remain in the Exchange Fund. Parent and the Surviving Corporation jointly and severally agree to cause the Exchange Fund to be promptly replenished to the extent of any net losses incurred as a result of the Permitted Investments. (ii) In addition, if after the Effective Time any person holding of record or beneficially owning Dissenting Shares shall become entitled to receive payment for such Dissenting Shares pursuant to Sections 302A.471 and 302A.473 of the MBCA, Parent will deliver irrevocable written instructions to the Disbursing Agent to pay either to such person or to the Surviving Corporation the amount to which such person is entitled pursuant thereto, provided that the payment from the Exchange Fund with respect to any Dissenting Share will not exceed the Initial Merger Consideration, and provided further that such instructions will, if sums are to be paid to the Surviving Corporation, be accompanied by a certificate of the Surviving Corporation that any sums so paid will be remitted by the Surviving Corporation to the shareholder or beneficial owner entitled thereto in accordance with Section 302A.473 of the MBCA. (iii) Any amount remaining in the Exchange Fund one year after the Closing Date may be refunded to the Surviving Corporation, at its option; provided, however, that Parent and the Surviving Corporation (subject to applicable abandoned property, escheat and similar laws) will jointly and severally continue to be liable for any payments required to be made thereafter to holders of Dissenting Shares pursuant to Section 1.5(a) hereof or Section 302A.473 of the MBCA. (c) As soon as practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Disbursing Agent to promptly, and in any event not later than three business days following the Effective Time, will mail to each person who was, at the Effective Time, a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the stock certificate or certificates which, immediately prior to the Effective Time, represented any issued and outstanding shares of Company Common Stock (other than Dissenting Shares and Excluded Shares) a letter of transmittal in form reasonably acceptable to the Surviving Corporation (a “Letter of Transmittal”), for execution and return by such holder to the Disbursing Agent, accompanied by instructions for use in effecting the surrender of such Shares stock certificate or certificates in exchange for payment therefor. Upon surrender (i) the Initial Merger Consideration for each of such holder’s issued and outstanding shares of Company Common Stock pursuant to Section 1.5(a) hereof, and (ii) a Certificate of Deferred Payment Right evidencing the holder’s right pursuant to Section 1.5(a) hereof to receive the Residual Merger Consideration with respect to each such share from the Surviving Corporation, in the form prepared by the Company and delivered to the Paying Disbursing Agent of such certificates(each, together with such letter of transmittala “DPR Certificate”). The Disbursing Agent, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent to promptly, and in any event not later than three business days as soon as reasonably practicable following receipt of properly tendered any such stock certificate or certificates together with a duly executed Letter of Transmittal and letters any other items specified in the Letter of transmittalTransmittal, will pay by cashier’s check of the Disbursing Agent to the persons person(s) entitled thereto a check in the amount to which such persons are entitled, after giving effect (subject to any required tax withholdingswithholding of taxes by the Surviving Corporation) the amount (rounded up or down to the nearest whole $.01, for which purpose $.005 shall be rounded up to the nearest whole $.01) resulting from multiplying (A) the number of shares of Company Common Stock represented by the stock certificate or certificates so surrendered (including fractional shares) by (B) the amount of the Initial Merger Consideration, and will deliver to the holder concurrently with such cashier’s check the applicable DPR Certificate addressed to such holder and executed by the Surviving Corporation. No interest will be paid or will accrue accrued on the amount cash payable upon the surrender of any such certificate. If payment is stock certificate or certificates. (d) In the event any such stock certificate or certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate or certificates to have been lost, stolen or destroyed, the amount to which such person would have been entitled under Section 1.8(c) hereof but for failure to deliver such stock certificate or certificates to the Disbursing Agent will nevertheless be made paid to a person other than such person; provided, however, that the registered holder of the certificate surrenderedSurviving Corporation may, it shall be in its sole discretion and as a condition of precedent to such payment that payment, require such person to give the certificate so surrendered shall be properly endorsed or otherwise Surviving Corporation a written indemnity agreement in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish substance reasonably satisfactory to the satisfaction of Surviving Corporation and, if reasonably deemed advisable by the Surviving Corporation, a bond in such sum as it may reasonably determine as indemnity against any claim that may be had against the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof Parent with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoingstock certificate or certificates alleged to have been lost, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat stolen or similar lawdestroyed.

Payment for Shares. The Surviving Corporation (a) FNB and Sequoia agree that Wells Fargo Bank, National Association, or another bank or trust compaxx xxreafter designated by Sequoia and approved by FNB shall make available or cause to be made available to act as the paying agent appointed by Merger Sub with for the Company's prior approval Consolidation (the "Paying Agent") amounts sufficient in ). Contemporaneous with execution and delivery of the aggregate to provide all funds necessary for Consolidation Agreement, FNB, the Interim National Bank, Sequoia and the Paying Agent shall enter into an agreement, substantially in the form attached hereto as Exhibit B (the "Paying Agent Agreement"), providing for the rights, duties and obligations of the Paying Agent in relation to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Timethis Agreement. At the Effective Time, in accordance with Section 1.9(a), FNB shall cause the Surviving Corporation Closing Payment Amount, less the sum of $1,500,000, to be delivered to the Paying Agent for deposit into an account (the "Payment Fund") to be established, administered and disbursed by the Paying Agent (together with any other funds delivered to the Paying Agent for deposit into the Payment Fund pursuant to Section 1.12 below and the "Escrow Agent Agreement" defined therein) in accordance with the provisions of the Paying Agent Agreement. The Paying Agent Agreement shall instruct require the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, establish a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender sub-account of the certificates whichPayment Fund, immediately prior as necessary (the "Dissenting Shares Account") to hold, administer and disburse the funds payable to dissenting shareholders (if any) as described in Section 1.10 above. Pursuant to the Effective Timeprovisions of the Paying Agent Agreement, represented any of such Shares in exchange for payment therefor. Upon the Paying Agent shall make payments from the Payment Fund to the Sequoia optionees and shareholders, as required by Sections 1.8 and 1.9 (against surrender to the Paying Agent of such certificatesSequoia stock option agreements or stock certificates for cancellation) and shall make payments from the Dissenting Shares Account to the holders (if any) of Dissenting Shares, together with such letter of transmittalas required by Section 1.10. The Payment Fund may be invested by the Paying Agent, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct as will be authorized by the Paying Agent to promptlyAgreement, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled net earnings with respect thereto a check shall be applied or paid as provided in the amount to which such persons are entitledPaying Agent Agreement; provided, after giving effect to any required tax withholdings. No interest will however, that the fees and expenses of the Paying Agent shall be paid or will accrue on out of the amount payable upon funds held in the surrender Payment Fund, including any net earnings with respect to such funds. (b) In no event shall the holders of any surrendered certificates for Shares or stock option agreements be entitled to receive interest on any of the funds entitled to be received by such certificateholders in the Consolidation. If payment is to be made to a person other than the registered holder of the certificate surrenderedperson in whose name any certificates for Shares surrendered are registered, it shall be a condition of such the payment that the certificate certificates so surrendered shall be properly endorsed or and the signatures thereon properly guaranteed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment delivery of such check to a person other than the registered holder of the certificate surrendered surrendered, or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any a holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) The cash paid upon the surrender of certificates representing Shares or in respect of the termination of any stock option in accordance with the terms hereof shall be deemed to have been paid, issued and distributed in full satisfaction of all rights pertaining to such Shares or stock options. (d) Any cash delivered or made available to the Paying Agent pursuant to this Section 1.11 and not exchanged for certificates representing Shares within one hundred twenty (120) days after the Effective Time pursuant hereto shall be forwarded by the Paying Agent to FNB (or its designated agent) which shall thereafter act as the successor paying agent, as provided in the Paying Agent Agreement.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the paying Effective Time, Parent and Newco shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent appointed by Merger Sub in connection with the Company's prior approval Merger (the "Paying Exchange Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately ). At or prior to the Effective Time, Parent or Newco will provide the Exchange Agent with the funds necessary to make the payments contemplated by Section 1.07(a) hereof (the "Exchange Fund"). At Such funds shall be invested by the Exchange Agent as directed by Newco or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-i or P-i or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation shall instruct the Paying Agent to promptlyor Parent, and in any event not later than three business days following as Parent directs. (b) Promptly after the Effective Time, the Exchange Agent shall mail to each person who wasrecord holder, at as of the Effective Time, a holder of record an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Merger Subthe "Certificates") of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon surrender to the Paying Exchange Agent of such certificatesa Certificate, together with such a duly executed letter of transmittal, duly executed transmittal and completed in accordance with the instructions theretoany other required documents, the Surviving Corporation holder of such Certificate shall instruct receive in exchange therefor (as promptly as practicable) the Paying Agent to promptlyMerger Consideration, without any interest thereon, less any required withholding of taxes, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will Certificate shall forthwith be paid or will accrue on the amount payable upon the surrender of any such certificatecancelled. If payment is to be made to a person other than the registered holder of the certificate surrenderedperson in whose name a Certificate so surrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the person requesting such payment shall either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate Certificate so surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 1.11(b), each Certificate (other than Certificates representing Shares held in the Company's treasury or by Parent or Newco, or by any subsidiary of Parent or Newco, and eighty days following other than Certificates representing Dissenting Shares) shall represent for all purposes only the right to receive for each Share represented thereby the Merger Consideration. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article I. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the Effective Time, with respect to such Shares except to surrender such Certificates in exchange for cash pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such holders may have pursuant to Section 262 of the Delaware Act. (e) Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation. Any stockholders of the Company who have not theretofore complied with this Article I shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors for payment of their claims for the Merger Consideration for each Share such stockholders hold, without any interest. (f) Notwithstanding anything to the contrary in this Section 1.11, none of the Exchange Agent, Parent or the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any a holder of certificates a Certificate formerly representing Shares for any amount paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment for Shares. The Surviving Corporation At Closing, immediately prior to the filing of the Certificate of Merger with the Delaware Secretary of State, Purchaser shall make available or cause to be made available to the paying agent Paying Agent appointed by Merger Sub Purchaser with the Company's prior written approval (the "Paying Agent") amounts which, together with the Deposit and any earnings thereon, will be sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(aSections 3.1(a) and 3.1(c) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeTime and to persons entitled to receive Option Amounts, as the case may be. At Promptly after the Effective Time, the Surviving Corporation shall instruct the Paying Agent cause to promptly, and in any event not later than three business days following the Effective Time, mail be mailed to each person who was, at the Effective Time, a holder of record (other than Merger Subany of the Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to in writing by Merger Sub Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall instruct the Paying Agent promptly cause to promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any withholdings required tax withholdingsunder Section 3406 of the Code. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective TimeTime or to persons entitled to receive Option Amounts, as applicable, and thereafter such holders and persons shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the Merger Consideration cash payable upon due surrender of their certificatescertificates or Options. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares or to persons entitled to receive Option Amounts, as applicable, for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Options and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. Except as provided above, Purchaser shall pay or cause to be paid or reimbursed any transfer or other similar tax or governmental charge (including any stock transfer, sales, real property transfer or real property gains tax) imposed in connection with, or as a result of the Merger, or the transfer of Shares or payment of Option Amounts pursuant thereto, including any such tax or governmental charge that is imposed on a shareholder of the Company; provided, however, that Purchaser shall not be required to pay or cause to be paid or reimbursed any capital gains or other income or similar tax imposed on any recipient of the Merger Consideration.

Payment for Shares. The Surviving Corporation shall make available or cause to be made available (a) Prior to the paying Effective Time, Tribe shall appoint a bank or trust company reasonably satisfactory to the Company to act as disbursing agent appointed by (the “Disbursing Agent”) for the payment of Merger Sub Consideration upon surrender of certificates representing the shares of Company Common Stock or Company Preferred Stock. Tribe will enter into a disbursing agent agreement with the Disbursing Agent, in form and substance reasonably acceptable to the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares issued and outstanding immediately . At or prior to the Effective Time, the Escrow Agent shall deposit or cause to be deposited with the Disbursing Agent in trust for the benefit of the Company’s stockholders cash in an aggregate amount necessary to make the payments pursuant to Section 1.04 to holders of shares of Company Common Stock and Company Preferred Stock (such amounts being hereinafter referred to as the “Exchange Fund”). At The Disbursing Agent shall invest the Exchange Fund, as the Surviving LLC directs, in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of all principal and interest or commercial paper obligations receiving the highest rating from either Xxxxx’x Investors Service, Inc. or Standard & Poor’s, a division of The McGraw Hill Companies, or a combination thereof, provided that, in any such case, no such instrument shall have a maturity exceeding three months. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving LLC. The Exchange Fund shall be used only as provided in this Agreement. (b) Promptly (but no later than five days) after the Effective Time, the Surviving Corporation LLC shall instruct cause the Paying Disbursing Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at was a record holder as of the Effective TimeTime of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock (the “Certificates”), and whose shares were converted into the right to receive Merger Consideration pursuant to Section 1.04(b), a holder of record (other than Merger Sub) of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) 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 Disbursing Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender to the Paying Disbursing Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with such other documents as may be reasonably required by the instructions theretoDisbursing Agent, the Surviving Corporation holder of such Certificate shall instruct be paid promptly in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of the number of shares of Company Common Stock or Company Preferred Stock represented by such Certificate multiplied by the applicable Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate shall forthwith be canceled. No interest will be paid or will accrue on the amount cash payable upon the surrender of any such certificatethe Certificates. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedCertificate surrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate Certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent LLC that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with this Section 1.05, each Certificate (other than Certificates representing shares of Company Common Stock owned by any subsidiary of the Company, Tribe, Merger LLC or any other subsidiary of Tribe and eighty shares of Company Common Stock held in the treasury of the Company, which have been canceled) shall represent for all purposes only the right to receive the Merger Consideration in cash multiplied by the number of shares of Company Common Stock or Company Preferred Stock, as applicable, evidenced by such Certificate, without any interest thereon. (c) From and after the Effective Time, there shall be no registration of transfers of shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving LLC. From and after the Effective Time, the holders of shares of Company Common Stock or Company Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock or Company Preferred Stock except as otherwise provided in this Agreement or by applicable law. All cash paid upon the surrender of Certificates in accordance with this Article I shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock and Company Preferred Stock previously represented by such Certificates. If, after the Effective Time, Certificates are presented to the Surviving LLC for any reason, such Certificates shall be canceled and exchanged for cash as provided in this Article I. At the close of business on the day of the Effective Time the stock ledger of the Company shall be closed. (d) At any time more than 180 days following after the Effective Time, the Surviving Corporation LLC shall be entitled to cause require the Paying Disbursing Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Disbursing Agent which have and not been disbursed to in exchange for Certificates (including, without limitation, all interest and other income received by the Disbursing Agent in respect of all such funds). Thereafter, holders of certificates formerly representing Shares outstanding on the Effective Time, shares of Company Common Stock and thereafter such holders Company Preferred Stock shall be entitled to look only to the Surviving Corporation only LLC (subject to the terms of this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to the any Merger Consideration payable that may be payable, without interest, upon due surrender of their certificatesthe Certificates held by them. If any Certificates shall not have been surrendered prior to [five years] after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving LLC, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither none of Tribe, the Paying Company, the Surviving LLC nor the Disbursing Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares a share of Company Common Stock or Company Preferred Stock for any amount paid Merger Consideration in respect of such share of Company Common Stock or Company Preferred Stock delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. (e) If any Certificate has been lost, stolen, or destroyed, then 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 LLC, the posting by such person of a bond in such reasonable amount as the Surviving LLC may direct as indemnity against any claim that may be made against the Surviving LLC with respect to such Certificate, the Disbursing Agent will deliver in exchange for such lost, stolen, or destroyed Certificate, the appropriate Merger Consideration with respect to the shares of Company Common Stock or Company Preferred Stock formerly represented by that Certificate. (f) The Surviving LLC or the Disbursing Agent, as the case may be, may deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Company Preferred Stock such amounts as the Surviving LLC or the Disbursing Agent, as the case may be, may be required to deduct and withhold with respect to the making of any such payment under the Internal Revenue Code of 1986, as amended, or any provision of state, local, or foreign tax law, including without limitation withholdings required in connection with payments under Section 1.06. To the extent withheld by the Surviving LLC or the Disbursing Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of the shares of Company Common Stock or Company Preferred Stock in respect of which such deduction and withholding was made.

Payment for Shares. The Surviving Corporation Prior to the Effective Time, Purchaser shall make available designate a United States bank or trust company reasonably satisfactory to the Company to act as Payment Agent in the Merger (the "Payment Agent"). At or prior to the Effective Time, Purchaser or Sub shall deposit, or cause to be made available to the paying agent appointed by Merger Sub deposited, in trust with the Company's prior approval Payment Agent immediately available funds in an amount sufficient to make the payments contemplated by Section 2.1.1 on a timely basis (the "Paying AgentExchange Fund") amounts sufficient in the aggregate ). The Payment Agent shall, pursuant to provide all funds necessary for the Paying Agent irrevocable instructions and subject to Section 2.4.3, make payments pursuant to Section 2.1(a) hereof out of the Exchange Fund to holders of record who hold Shares issued and outstanding immediately prior to the Effective TimeTime and the Exchange Fund shall not be used for any other purpose. At The Exchange Fund may, as directed by the Surviving Corporation (so long as such directions do not impair the rights of holders of Shares to receive the Merger Consideration promptly upon the surrender of their shares in accordance with this agreement), be invested by the Payment Agent in direct obligations of the United States of America, obligations for which -the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a commercial bank having at least $1,000,000,000 in assets. Deposit of funds pursuant hereto shall not relieve Purchaser or the Surviving Corporation of their obligations to make payments in respect of Shares and Purchaser hereby guarantees the Surviving Corporation's obligations in respect thereof. 2.4.1 Promptly after the Effective Time, Purchaser and the Surviving Corporation shall instruct cause the Paying Payment Agent to promptlymail and/or make available to each record holder, and in any event not later than three business days following as of the Effective Time, mail of a certificate or certificates (the "Certificates") which immediately prior to each person who was, at the Effective Time, a holder of record Time represented Shares (other than Merger Sub) of issued those cancelled pursuant to Section 2.1.2), a notice and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon proper delivery of the Certificates to the Payment Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforthe Merger Consideration. Upon As promptly as practicable after surrender to the Paying Payment Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions theretothereon, the Surviving Corporation holder of such Certificate shall instruct be paid in exchange therefor cash in an amount equal to the Paying Agent to promptlyproduct of the number of Shares represented by such Certificate multiplied by the Merger Consideration, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsCertificate shall be canceled. No interest will shall be paid or will accrue on accrued in respect of the amount payable upon the surrender of any such certificateMerger Consideration. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedsurrendered is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred Until surrendered in accordance with the provisions of this Section 2.4, each Certificate (other than Certificates cancelled pursuant to Section 2.1.2 and eighty days following Dissenting Shares) shall represent for all purposes solely the right to receive the Merger Consideration, without any interest thereon. 2.4.2 After the Effective Time, there shall be no transfers of Shares on the stock transfer books of the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Corporation. If, after the Effective Time, and thereafter such holders Certificates are presented to the Payment Agent or the Surviving Corporation, they shall be entitled canceled and exchanged for cash as provided in this Section 2.4, subject to applicable law in the case of Dissenting Shares. 2.4.3 Any portion of the Exchange Fund which remains unclaimed by the stockholders of the Company on the date six months after the Effective Time shall be repaid to the Surviving Corporation, upon demand, and any stockholder of the Company who has not theretofore complied with Section 2.4 shall thereafter look only to the Surviving Corporation only as general creditors thereof with respect to for payment of such stockholder's claim for the Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoingConsideration, neither the Paying Agent nor without any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawinterest thereon.