Common use of Payment for Shares Clause in Contracts

Payment for Shares. (a) Prior to the Effective Time, Merger Corp. 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificate(s) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Consideration in respect of all shares of Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 2.8(d) for shares of 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 that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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. (a) Prior On or prior to the Effective TimeClosing Date, Merger Corp. 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shallParent will, or shall will cause the Surviving Corporation to, deposit, or cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) sufficient funds to make available the aggregate payments of the Merger Consideration due pursuant to Section 3.01(a) (which, for the avoidance of doubt, in each case shall not include the Option Payoff Amount or the Merger Consideration payable with respect to Restricted Stock Units) (such amount being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. The Payment Fund may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (x) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares pursuant to this Agreement, (y) following any such losses that result in the amount of funds in the Payment Fund being insufficient to promptly pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for to the benefit extent of holders of shares of Common Stock such insufficiency, and (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Sharesz) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be in obligations of or guaranteed by the sole and exclusive property United States of the Surviving America or in commercial paper obligations rated P-1 or A-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively. Any interest and no part thereof other income resulting from such investment shall accrue be paid solely to the benefit of the holders of shares of Common Stock (including such Restricted Shares)Parent. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Promptly As soon as reasonably practicable, and in any event within three (3) Business Days, after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holderPerson who, as of immediately prior to the Effective Time, was the record holder of an outstanding Certificate(s), Shares whose shares of Common Stock Shares were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(scertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), Agent) and (ii) instructions for use in effecting the surrender of the Certificate(sCertificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration (together, multiplied by the "Transmittal Documents")number of Shares evidenced by such Certificate or Book-Entry Shares. Upon Following surrender to the Paying Agent of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp.Book-Entry Shares, together with such letter of transmittal and any other required documents, duly executed, and such other documents as may be required by the Paying Agent, the holder of such Certificate(s) Certificate or Book-Entry Shares shall be entitled to receive paid in exchange therefor cash in an amount (as promptly as practicablesubject to any applicable withholding Tax) equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificate or Book-Entry Shares multiplied by the Merger Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate or Book-Entry Shares shall forthwith be canceled. If payment of No interest will be paid or accrued on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person (as defined below) other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that . From and after the signatures on the Certificate(s) or any related stock power shall be properly guaranteed Effective Time and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have been paid or are not applicable. Until until surrendered in accordance with the provisions of and as contemplated by this Section 2.103.03, any Certificate(s) each Certificate and Book-Entry Shares (other than Certificate(s) Certificates and Book-Entry Shares representing shares of Common Stock subject to Sections 2.8(b) and (c)any Dissenting Shares) shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) receive, in accordance with the terms and instructions contained in the Transmittal Documentshereof, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares multiplied by the number of Common Stock subject to Sections 2.8(b) and (c))Shares evidenced by such Certificate or Book-Entry Shares, without any interest thereon. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion Person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 reasonable amount as it the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund that is one year remains unclaimed by the holders of Certificates and/or Book-Entry Shares for six (6) months after the Effective Time, Time shall be delivered to the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received Corporation. Any former holders of Certificates and/or Book-Entry Shares who have not complied with respect thereto), Certificates and other documents in its possession relating this Section 3.03 prior to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders end of Certificates, and such six (6) month period shall thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLaws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder . None of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying AgentParent, Merger Corp. or Sub, the Surviving Corporation or the Paying Agent shall be liable to any holder of a Certificate Shares for any amount properly amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If Certificates are any Certificate or Book-Entry Shares shall not have been surrendered prior to two years after the Effective Timedate on which the related Merger Consideration would escheat to or become the property of any Governmental Authority, unclaimed funds payable with respect to any such Certificates Merger Consideration shall, to the extent permitted by applicable lawLaw, immediately prior to such time become the property of the Surviving CorporationParent, free and clear of all claims or interest of any Person previously entitled thereto. (e) All cash paid upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry Shares.

Payment for Shares. (a) Prior From time to the Effective Timetime, Merger Corp. shall designate a bank as necessary, at 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shallParent will, or shall will cause the Surviving Corporation to, deposit or cause to be deposited with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) sufficient funds to make available the payments due pursuant to Section 1.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders shareholders of the shares Company to the extent of Common Stock such insufficiency and (including such Restricted Shares). Earnings from ii) such investments shall be in obligations of or guaranteed by the sole and exclusive property United States of the Surviving America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, and no part thereof respectively. The Payment Fund shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares)not be used for any other purpose, except as provided in this Agreement. (b) Promptly after As of or promptly following the Effective Time, and in any event within five (5) Business Days after the later of the Effective Time or the date on which the Company’s transfer agent has provided the Paying Agent with a list, as of immediately prior to the Effective Time, of the names and addresses of the Company’s shareholders in electronic format customarily used by commercial transfer and paying agents, the Surviving Corporation shall cause the Paying Agent to mail to each record holderPerson who, as of the Effective Time, was the record holder of an outstanding Certificate(s), Shares whose shares of Common Stock Shares were converted into the Merger Consideration pursuant to Section 2.8(d) into the right to receive the Merger Consideration 1.06: (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(scertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), Agent) and (iiB) instructions for use in effecting the surrender of the Certificate(sCertificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents")Consideration. Upon Following surrender of a Certificate or Certificates for cancellation to the Paying Agent of a Certificate (or to such other agent affidavit of loss in lieu thereof) or agents as may be appointed by Merger Corp.Book-Entry Shares, together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) Certificate or Book-Entry Shares shall be entitled to receive paid in exchange therefor cash in an amount (as promptly as practicablesubject to any applicable withholding Tax) equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the Certificate or Book-Entry Shares surrendered Certificate(s) is are registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfertransfer (or, in the case of Book-Entry Shares, that such documentation as may be reasonably requested by the signatures on the Certificate(sPaying Agent is provided) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) Certificate or Book-Entry Shares surrendered have or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or are is not applicable. Until From and after the Effective Time and until surrendered in accordance with the provisions of and as contemplated by this Section 2.102.02, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) each Certificate and (c)) Book-Entry Share shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate or represented by such Book-Entry Shares, without any interest thereon. The Paying Agent shall accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) Paying Agent may impose to effect an orderly exchange thereof in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))normal practices. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion Person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 customary and reasonable amount as it the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund (including the proceeds of any investments thereof) that is remains unclaimed by the former shareholders of the Company for one year after the Effective Time, Time shall be delivered to the Surviving Corporation shall be entitled to require Corporation. Any former shareholders of the Paying Agent to deliver to it any cash (including any interest received Company who have not complied with respect thereto), Certificates and other documents in its possession relating this Section 2.02 prior to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders end of Certificates, and such one-year period shall thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLaws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or Neither Parent nor the Surviving Corporation shall be liable to any holder of a Certificate Shares for any amount properly amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificates are shall not have been surrendered immediately prior to two years after the Effective Timedate that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Payment for Shares. (a) Prior On or prior to the Closing Date, Parent shall deposit, or cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) sufficient funds to make the aggregate payments of the Merger Consideration due pursuant to Section 3.01 (which, for the avoidance of doubt, in each case shall not include the Option Payoff Amount or the Merger Consideration payable with respect to Restricted Stock Units) (such amount being hereinafter referred to as the “Payment Fund”). The Paying Agent shall make the payments provided for in the preceding sentence out of the Payment Fund. The Payment Fund may be invested by the Paying Agent as directed by Parent; provided that (x) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares pursuant to this Agreement, (y) following any such losses that result in the amount of funds in the Payment Fund being insufficient to promptly pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent to the extent of such insufficiency, and (z) such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated P-1 or A-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Rating Services, respectively. Any interest and other income resulting from such investment shall be paid solely to Parent. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable, and in any event within three (3) Business Days, after the Effective Time, Parent shall cause the Paying Agent to mail to each Person who, as of immediately prior to the Effective Time, Merger Corp. shall designate a bank or trust company reasonably acceptable to was 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit record holder of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), Shares whose shares of Common Stock Shares were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(scertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), Parent) and (ii) instructions for use in effecting the surrender of the Certificate(sCertificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration (together, multiplied by the "Transmittal Documents")number of Shares evidenced by such Certificate or Book-Entry Shares. Upon Following surrender to the Paying Agent of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp.Book-Entry Shares, together with such letter of transmittal and any other required documents, duly executed, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate(s) Certificate or Book-Entry Shares shall be entitled to receive paid in exchange therefor cash in an amount (as promptly as practicablesubject to any applicable withholding Tax) equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificates or Book-Entry Shares multiplied by the Merger Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate or Book-Entry Shares shall forthwith be canceled. If payment of No interest will be paid or accrued on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered Certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. From and after the Effective Time and until surrendered in accordance with the provisions of and as contemplated by this Section 2.103.03, any Certificate(s) each Certificate and Book-Entry Shares (other than Certificate(s) Certificates and Book-Entry Shares representing shares of Common Stock subject to Sections 2.8(b) and (c)any Dissenting Shares) shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) receive, in accordance with the terms and instructions contained in the Transmittal Documentshereof, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares multiplied by the number of Common Stock subject to Sections 2.8(b) and (c))Shares evidenced by such Certificate or Book-Entry Shares, without any interest thereon. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by Parent, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion Person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 reasonable amount as it Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund that is one year remains unclaimed by the holders of Certificates and/or Book-Entry Shares for twelve (12) months after the Effective Time, the Surviving Corporation Time shall be entitled delivered to require the Paying Agent to deliver to it any cash (including any interest received Parent. Any former holders of Certificates and/or Book-Entry Shares who have not complied with respect thereto), Certificates and other documents in its possession relating this Section 3.03 prior to the Merger, that had been made available end of such twelve (12) month period shall thereafter look only to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent (subject to abandoned property, escheat or other similar lawsLaws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none None of the Paying AgentCompany, Parent, Merger Corp. or Sub, the Surviving Corporation or the Paying Agent shall be liable to any holder of a Certificate Shares for any amount properly amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If Certificates are any Certificate or Book-Entry Shares shall not have been surrendered prior to two years after the Effective Timedate on which the related Merger Consideration would escheat to or become the property of any Governmental Authority, unclaimed funds payable with respect to any such Certificates Merger Consideration shall, to the extent permitted by applicable lawLaw, immediately prior to such time become the property of the Surviving CorporationParent, free and clear of all claims or interest of any Person previously entitled thereto. (e) All cash paid upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry Shares. (f) Notwithstanding anything to the contrary in this Section 3.03, any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for Dissenting Shares shall be returned to Parent or its designee upon Parent’s demand.

Payment for Shares. (a) Prior to Immediately before the Effective Time, Merger Corp. Buyer or Buyer Subsidiary shall designate a bank deposit or trust company reasonably acceptable cause to the be deposited in immediately available funds with American Stock Transfer Company to act as paying or any other disbursing agent in connection with the Merger (the "Paying Agent") pursuant to a paying agent agreement providing for the matters set forth in this Section 2.10 having capital, surplus and otherwise undivided profits exceeding $500 million that is selected by Buyer and reasonably satisfactory to the Company. At or promptly following Company (the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares"Disbursing Agent"), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificate(s) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Consideration in respect of all shares of Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the product (rounded up or down to the nearest $.01) of (i) the number of shares of Company Common Stock issued and outstanding immediately before the Effective Time (other than (i) Dissenting Shares and (ii) shares then held of record by Buyer or Buyer Subsidiary or any other direct or indirect wholly owned subsidiary of Buyer or the Company) times (ii) the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject such amount being referred to Sections 2.8(b) and (c)as the "Fund"). (cb) At or before the Effective Time, Buyer shall deliver irrevocable written instructions to the stock transfer books Disbursing Agent in form and substance reasonably satisfactory to the Company to make, out of the Company shall be closed and there Fund, the payments referred to in Section 1.05(a) in accordance with Section 1.08(c). The Fund shall not be used for any further registration other purpose, except as provided in this Agreement. Any amount remaining in the Fund including, without limitation, all interest and other income received by the Disbursing Agent in respect of transfers of any shares of capital stock thereafter on amounts in the records of the Company. If, Fund six months after the Effective Time, a Certificate Closing Date (other than those subject to Sections 2.8(bas defined below) and (c)) is presented may be refunded to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided forat its option; PROVIDED, and in accordance with the procedures set forthHOWEVER, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 continue to be paid in exchange liable for such lost, stolen or destroyed Certificate the relevant portion of the any payments required to be made thereafter under Section 1.05(a) hereof. If any Merger Consideration in accordance with Section 2.8(d) for shares of 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 shall not have been lost, stolen or destroyed. (f) Promptly following the date that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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 Time (or immediately prior to such Certificates earlier date on which any Merger Consideration or Option Settlement Amount payable to the former holder of Company Common Stock or Option would otherwise escheat to or become the property of any governmental authority), any such Merger Consideration or Option Settlement Amount 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 person previously entitled thereto. (c) As soon as practicable after the Effective Time, the Disbursing Agent shall mail to each holder of record (other than Buyer or Buyer Subsidiary or any other direct or indirect wholly owned subsidiary of Buyer or the Company) of a certificate or certificates that, immediately before the Effective Time, represented issued and outstanding shares of Company Common Stock (other than Dissenting Shares) a letter of transmittal for return to the Disbursing Agent, and instructions for use in effecting the surrender of such certificate or certificates and the receipt of cash for each of such holder's shares of Company Common Stock under Section 1.05(a). The Disbursing Agent, as soon as practicable following receipt of any such certificate or certificates together with a duly executed letter of transmittal and any other items specified in the letter of transmittal, shall pay by cashier's check of the Disbursing Agent to the persons entitled thereto (subject to any required withholding of taxes by the Surviving Corporation) the amount (rounded up or down to the nearest $.01) determined by multiplying the number of shares of Company Common Stock represented by the certificate or certificates so surrendered by the Merger Consideration. No interest will be paid or accrued on the cash payable upon the surrender of any such certificate or certificates. If payment is to be made to a person other than the person in whose name the certificate surrendered is registered, it shall be a condition of payment that the certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (d) If any such certificate or certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and customary indemnification against loss by the person claiming such certificate or certificates to have been lost, stolen or destroyed, the Disbursing Agent will pay in exchange for such lost, stolen or destroyed certificate to the persons entitled thereto (subject to any required withholding of taxes by the Surviving Corporation) the applicable Merger Consideration in respect thereof calculated pursuant to Section 1.08(c) upon receipt by the Disbursing Agent of such affidavit and indemnification against loss.

Payment for Shares. (a) Prior On or prior to the Closing Date, Parent shall deposit, or cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) sufficient funds to make the aggregate payments of the Merger Consideration due pursuant to ‎Section 3.01 (which, for the avoidance of doubt, in each case shall not include the Option Payoff Amount or the Merger Consideration payable with respect to Restricted Stock Units) (such amount being hereinafter referred to as the “Payment Fund”). The Paying Agent shall make the payments provided for in the preceding sentence out of the Payment Fund. The Payment Fund may be invested by the Paying Agent as directed by Parent; provided that (x) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares pursuant to this Agreement, (y) following any such losses that result in the amount of funds in the Payment Fund being insufficient to promptly pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent to the extent of such insufficiency, and (z) such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated P-1 or A-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Rating Services, respectively. Any interest and other income resulting from such investment shall be paid solely to Parent. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable, and in any event within three (3) Business Days, after the Effective Time, Parent shall cause the Paying Agent to mail to each Person who, as of immediately prior to the Effective Time, Merger Corp. shall designate a bank or trust company reasonably acceptable to was 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit record holder of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), Shares whose shares of Common Stock Shares were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration pursuant to ‎Section 3.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(scertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), Parent) and (ii) instructions for use in effecting the surrender of the Certificate(sCertificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration (together, multiplied by the "Transmittal Documents")number of Shares evidenced by such Certificate or Book-Entry Shares. Upon Following surrender to the Paying Agent of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp.Book-Entry Shares, together with such letter of transmittal and any other required documents, duly executed, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate(s) Certificate or Book-Entry Shares shall be entitled to receive paid in exchange therefor cash in an amount (as promptly as practicablesubject to any applicable withholding Tax) equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificates or Book-Entry Shares multiplied by the Merger Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate or Book-Entry Shares shall forthwith be canceled. If payment of No interest will be paid or accrued on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered Certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. From and after the Effective Time and until surrendered in accordance with the provisions of this ‎Section 3.03, each Certificate and as contemplated by this Section 2.10, any Certificate(s) Book-Entry Shares (other than Certificate(s) Certificates and Book-Entry Shares representing shares of Common Stock subject to Sections 2.8(b) and (c)any Dissenting Shares) shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) receive, in accordance with the terms and instructions contained in the Transmittal Documentshereof, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares multiplied by the number of Common Stock subject to Sections 2.8(b) and (c))Shares evidenced by such Certificate or Book-Entry Shares, without any interest thereon. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by Parent, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion Person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 reasonable amount as it Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund that is one year remains unclaimed by the holders of Certificates and/or Book-Entry Shares for twelve (12) months after the Effective Time, the Surviving Corporation Time shall be entitled delivered to require the Paying Agent to deliver to it any cash (including any interest received Parent. Any former holders of Certificates and/or Book-Entry Shares who have not complied with respect thereto), Certificates and other documents in its possession relating this ‎Section 3.03 prior to the Merger, that had been made available end of such twelve (12) month period shall thereafter look only to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent (subject to abandoned property, escheat or other similar lawsLaws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none None of the Paying AgentCompany, Parent, Merger Corp. or Sub, the Surviving Corporation or the Paying Agent shall be liable to any holder of a Certificate Shares for any amount properly amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If Certificates are any Certificate or Book-Entry Shares shall not have been surrendered prior to two years after the Effective Timedate on which the related Merger Consideration would escheat to or become the property of any Governmental Authority, unclaimed funds payable with respect to any such Certificates Merger Consideration shall, to the extent permitted by applicable lawLaw, immediately prior to such time become the property of the Surviving CorporationParent, free and clear of all claims or interest of any Person previously entitled thereto. (e) All cash paid upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this ‎Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry Shares. (f) Notwithstanding anything to the contrary in this ‎Section 3.03, any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for Dissenting Shares shall be returned to Parent or its designee upon Parent’s demand.

Payment for Shares. (a) Prior to Promptly following the Effective Time, Merger Corp. shall designate Parent will cause Purchaser to make available to a bank or trust company reasonably acceptable to the Company to act as paying agent in connection with the Merger designated by Parent (the "Paying Agent") sufficient funds to make the payments pursuant to Section 2.06 hereof on a paying agent agreement providing for the matters set forth in this Section 2.10 and otherwise reasonably satisfactory timely basis to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration Parent or Purchaser or any of their respective Subsidiaries) of Shares that are issued and outstanding immediately prior to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time (such amounts being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to Section 2.8(d) and Section 2.9(b)(ii)irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds The Payment Fund shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders as directed by Purchaser in direct obligations of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be United States, obligations for which the sole full faith and exclusive property credit of the Surviving CorporationUnited States is pledged to provide for the payment of principal and interest, and no part thereof shall accrue to the benefit commercial paper rated of the holders highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Ratings Group or certificates of shares deposit, bank repurchase agreements or bankers' acceptances of Common Stock (including such Restricted Shares). (b) Promptly a commercial bank having at least $1,000,000,000 in assets and, after the Effective Time, the Surviving Corporation and shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder, as of the Effective Time, of an outstanding Certificate(scertificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), whose shares a form of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent Agent) and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificate(s) in exchange for Certificate and receiving payment of the Merger Consideration (together, the "Transmittal Documents")therefor. Upon Following surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp.of a Certificate, together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) Certificate shall be entitled to receive paid in exchange therefor cash in an amount (subject to any applicable withholding tax as promptly as practicablespecified in Section 2.10 hereof) equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificate multiplied by the Merger Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a Person (as defined in Section 9.10) other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) Certificate surrendered have or establish to the satisfaction of the Surviving Corporation that such tax has been paid or are is not applicable. Until From and after the Effective Time and until surrendered in accordance with the provisions of and as contemplated by this Section 2.103.02, any Certificate(s) each Certificate (other than Certificate(s) Certificates representing shares Shares owned by Parent or Purchaser or any of Common Stock subject to Sections 2.8(b) their respective Subsidiaries, and (c)certificates representing Dissenting Shares) shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares previously evidenced by such Certificate, without any interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))thereon. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 reasonable amount as it the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund (including the proceeds of any investments thereof) that is one year remains unclaimed by the former stockholders of the Company for six months after the Effective Time, Time shall be repaid to the Surviving Corporation shall be entitled to require Corporation. Any former stockholders of the Paying Agent to deliver to it any cash (including any interest received Company who have not complied with respect thereto), Certificates and other documents in its possession relating Section 3.01 hereof prior to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders end of Certificates, and such six-month period shall thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or Neither Parent nor the Surviving Corporation shall be liable to any holder of a Certificate Shares for any amount properly monies delivered from the Payment Fund or otherwise 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. (a) Prior to the Effective Time, Merger Corp. Parent shall designate deposit or cause to be deposited, with a U.S. bank or trust company designated by Parent and 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent trust for the benefit of holders of shares of Common Stock (including Restricted the Shares, other than Retained Restricted Shares), as needed, sufficient cash to make the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time payments due pursuant to Section 2.8(d1.6, on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time, (such amount being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Surviving Corporation, in trust for the benefit of holders of the Company Stock Options (as defined below), the Company TBRSUs (as defined below) and the vested Company PBRSUs (as defined below), sufficient cash to make the payments due pursuant to Section 2.9(b)(ii2.3(a), Section 2.3(b), and Section 2.3(c) to the holders of the Company Stock Options, the Company TBRSUs and the vested Company PBRSUs (the “Employee Payment Fund”). Such funds Parent shall cause the Surviving Corporation to pay the Employee Payment Fund to the holders of the Company Stock Options, the Company TBRSUs and the vested Company PBRSUs through the Surviving Corporation’s payroll system at or as soon as reasonably practicable following the Closing (on a scheduled payroll date, if needed to comply with the foregoing timing requirements), subject to any applicable withholding Taxes. (b) Until disbursed in accordance with the terms and conditions of this Agreement, the Payment Fund shall be invested in time depositsby the Paying Agent, treasury bills, or money market or other similar instruments as directed by Parent, in obligations of, or investments guaranteed by, the Surviving Corporation pending payment thereof by the Paying Agent to holders United States of the shares of Common Stock (including such Restricted Shares). Earnings America, and any and all interest and other income or net profits resulting from such investments shall be the sole and exclusive property of Parent. To the Surviving Corporation, and no part thereof shall accrue extent that there are any losses with respect to the benefit any investments of the holders Payment Fund, or the Payment Fund diminishes for any reason below the level required for the Paying Agent to pay the Merger Consideration pursuant to Section 1.6, upon demand by the Paying Agent, Parent shall promptly reimburse, or shall cause the prompt reimbursement of, any such loss so as to ensure that the Payment Fund is at all times maintained at a level sufficient for the Paying Agent to pay the Merger Consideration pursuant to Section 1.6. The Payment Fund shall not be used for any purpose other than as provided for in this Agreement. Until disbursed in accordance with the terms and conditions of shares this Agreement, Parent shall be and remain the beneficial owner for Tax purposes of Common Stock (including such Restricted Shares)the Payment Funds. (bc) Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holderPerson (as defined below) who, as of the Effective Time, was the record holder of an outstanding Certificate(s), Shares whose shares of Common Stock Shares were converted into the Merger Consideration pursuant to Section 2.8(d) into the right to receive the Merger Consideration 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(scertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), Agent) and (ii) instructions for use in effecting the surrender of the Certificate(sCertificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book- entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents")Consideration. Upon Following surrender of a Certificate or Certificates for cancellation to the Paying Agent of a Certificate (or to such other agent affidavit of loss in lieu thereof and bond as provided in Section 2.1(d)) or agents as may be appointed by Merger Corp.Book-Entry Shares, together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) Certificate or Book-Entry Shares shall be entitled to receive paid in exchange therefor (as promptly as practicable) cash in an amount equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, without any interest thereon, pursuant subject to Section 2.8(d). The Certificate(s) so surrendered 1.8 and Section 1.10, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) Certificate surrendered have or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or are is not applicable. Until From and after the Effective Time and until surrendered in accordance with the provisions of and as contemplated by this Section 2.102.1, any Certificate(s) each Certificate or Book-Entry Share (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)as applicable) shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate or Book-Entry Share (as applicable), without any interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms thereon and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) Section 1.8 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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate1.10. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion Person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 reasonable amount as it the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fe) Promptly following Any portion of the date Payment Fund (including the proceeds of any investments thereof) that is one year remains unclaimed by the former shareholders of the Company for nine months after the Effective Time, Time shall be delivered to the Surviving Corporation shall be entitled to require Corporation. Any former shareholders of the Paying Agent to deliver to it any cash (including any interest received Company who have not complied with respect thereto), Certificates and other documents in its possession relating this Section 2.1 prior to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders end of Certificates, and such nine-month period shall thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLaws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in . None of Parent, the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or Company and the Surviving Corporation shall be liable to any holder of a Certificate Shares for any amount properly amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificates are shall not have been surrendered immediately prior to two years after the Effective Timedate that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates or Book-Entry Shares (as applicable) shall, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear any former holder of Shares who has not theretofore complied with this Section 2.1 shall thereafter look only to the Surviving Corporation for payment of his, her or its claim for Merger Consideration, without any interest thereon. The Surviving Corporation shall pay all claims or interest charges and expenses, including those of any Person previously entitled theretothe Paying Agent, in connection with the exchange of Shares for the Merger Consideration.

Payment for Shares. (a) Prior to the Effective Time, Merger Corp. The Surviving Corporation shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in connection with effecting the Merger payment of (i) the "Paying Agent") pursuant to a paying agent agreement providing for the matters set forth in this Section 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock the Shares (including such Restricted Shareseach, a “Stockholder”) shall be entitled at the Effective Time pursuant to Section 2.8(d2.7(a) and Section 2.9(b)(ii). Such funds shall (ii) any payments required to be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent made to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares)Dissenting Shares under Oregon Law. (b) Promptly after As part of the Merger Consideration, concurrently with the Effective Time, the Paying Parent shall deposit or cause to be deposited with the Escrow Agent for deposit into the Indemnity Escrow Fund, the Indemnity Escrow Amount. The Indemnity Escrow Fund shall be held, invested and distributed as provided in the Escrow Agreement and this Agreement. (c) On or as promptly as practicable after the Closing Date, the Surviving Corporation shall mail to each holder of record holderof a certificate or certificates that, as of immediately prior to the Effective Time, of an evidenced outstanding Certificate(s), Shares (the “Certificates”) and whose shares of Common Stock Shares were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration consideration described in Section 2.7(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent Surviving Corporation and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. the Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificate(s) Certificates in exchange for payment of therefor (which shall have such provisions as the Merger Consideration (together, the "Transmittal Documents"Parent may reasonably specify). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent Surviving Corporation or to such other agent or agents agent as may be appointed by Merger Corp.the Parent, together with such letter of transmittal duly executed and any other required documents, duly executeddelivered in accordance with such instructions, the holder of such Certificate(s) Certificate shall be entitled to receive in exchange therefor (as promptly as practicable), an amount in cash equal to (A) the Closing Date Per Share Merger Consideration in respect multiplied by (B) the number of all shares of Common Stock Shares formerly represented by such surrendered Certificate(s)Certificate, without any interest thereoninterest, pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith and such Certificate shall, upon such surrender, be canceledcancelled. If payment in respect of the Merger Consideration any Certificate is to be made to a Person other than the Person in whose name the surrendered Certificate(s) such Certificate is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) such Certificate or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. the Parent that any transfer and other Taxes required by reason of the such payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered such Certificate have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) Certificate (other than Certificate(sCertificates representing the Shares described in Sections 2.7(b) representing shares of Common Stock subject to Sections 2.8(bor (c) and (c)any Dissenting Shares) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the portion of the Merger Consideration payable with respect thereto, in cash cash, without interest interest, as contemplated by this Section 2.10herein. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the The Surviving Corporation shall cause the Paying Agent mail to pay to the each holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))Dissenting Shares any correspondence or notices required by Oregon Law. (cd) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any no further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, a Certificate (other than those subject to representing the Shares described in Sections 2.8(b2.7(b) and or (c)) is presented to the Surviving Corporation, it shall be canceled cancelled and exchanged for as provided in this Section 2.10. (e) All cash paid upon conversion of the consideration provided for, and Shares in accordance with the procedures set forth, terms of this Article II and all cash deposited with the Escrow Agent pursuant to Section 2.10(b) shall be deemed to have been paid in this Section 2.10full satisfaction of all rights pertaining to such Shares. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock the Shares represented by such Certificate thereby, except as otherwise provided herein or by applicable lawLaw. (ef) 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 destroyedholder thereof, 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 payable in accordance with respect thereof pursuant to Section 2.8(d2.10(c) for shares of Common Stock the Shares represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor; provided, the board of directors of however, that the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereofdiscretion, require the owner delivery of such lost, stolen or destroyed Certificate to give the Surviving Corporation a bond in such sum as it may direct as satisfactory 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 that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereonand/or bond. (g) Within three Business Days prior to the Closing Date, the Company will provide to the Parent an itemized schedule (the “Schedule of Expenses”) containing (i) a true and complete list of all Transaction Expenses that have been paid (or for which bills have been received) or shall have been paid by the Company as of the Closing Date, (ii) a good faith estimate of all such additional Transaction Expenses that have been incurred or shall have been incurred as of the Closing Date but are not reflected in clause (i) hereof and (iii) a good faith estimate of all additional Transaction Expenses that are expected to be incurred after the Closing Date, together with a certificate of an authorized officer of the Company certifying the accuracy and completeness of the Schedule of Expenses. The Merger Consideration paid Schedule of Expenses shall include without limitation all fees and expenses of the Company’s legal counsel, auditors and financial advisors for services rendered or to be rendered on or prior to the Closing Date. On or before the Closing Date, the Company shall have made payment of each Transaction Expense set forth in the Merger Schedule of Expenses (including without limitation the $700,000 investment banking fee owed by the Company at the Closing and the amounts owed by the Company to its legal advisors, auditors and accountants for services through the Closing), other than the fees and expenses set forth therein that are estimated for services to be performed after the Closing Date (the “Unpaid Expenses”), which fees and expenses shall be net paid by the Surviving Corporation as they are later incurred or billed up to the holder amount estimated therefor; provided that any such fees and expenses in excess of shares the amount estimated therefor in the Schedule of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts Expenses shall be treated for all purposes the sole responsibility of this Agreement the Stockholders and the Parent shall be entitled to receive such excess amount from the Indemnity Escrow Fund. For the avoidance of doubt, Unpaid Expenses shall be listed as having been paid to a Current Liability on the Person in respect of which such withholding was madeClosing Balance Sheet. (h) Anything Notwithstanding anything to the contrary in this Section 2.10 notwithstanding2.10, to the fullest extent permitted by law, none of neither the Paying Agent, Merger Corp. or Parent nor the Surviving Corporation shall be liable to any holder of a Certificate for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Law. (i) If Certificates are not surrendered prior contemplated by the Flow of Funds Statement prepared and agreed upon pursuant to two years after Section 5.15, the Effective TimeBoard of Directors of the Company, unclaimed funds payable with respect to such Certificates shall, to the extent if permitted by applicable lawLaw and provided that the Company has complied with the obligations set forth in Section 5.1(s), become may declare a dividend equal to the property amount set forth in the Flow of Funds Statement. Such dividend, if any, shall be completely paid by the Company immediately prior to the Closing, and the Surviving CorporationCompany shall have no liability therefor, free and clear of all claims or interest of obligation with respect thereto, for any Person previously entitled theretoreason whatsoever.

Payment for Shares. (a) Prior to the Effective Time, Merger Corp. 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly Promptly following the Effective Time, Merger Corp. shall, Parent shall deliver or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares be delivered: (i) To each record holder of Common Stock or Preferred Stock that has not previously received the same (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (iA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent Parent, and which letter shall be in such the form and have such other provisions not inconsistent with this Agreement attached as Merger Corp. may reasonably specifyExhibit D hereto (the “Letter of Transmittal”), and (iiB) instructions for use in effecting the surrender of the Certificate(s) such Certificates in exchange for payment the consideration such Common Stockholder or Preferred Stockholder has the right to receive in accordance with this Article 2, (C) a form of Release and (D) a form of Subordination Agreement; and (ii) To each holder of a Vested Option that has not previously received the same (A) an option surrender agreement in the form attached as Exhibit E hereto (the “Option Surrender Agreement”), (B) instructions for effecting the surrender of such Vested Option in exchange for the consideration such Optionholder has the right to receive in accordance with this Article 2, (C) a form of Release and (D) a form of Subordination Agreement. (b) As promptly as practicable after the Effective Time, Parent shall pay or cause to be paid the following amounts: (i) To each Common Stockholder holding a Certificate that immediately prior to the Effective Time represented Outstanding Common Shares that were converted into the right to receive the consideration described in Section 2.6(b), (A) promptly upon receipt by Parent of a completed and duly executed Letter of Transmittal, the Certificate and a duly executed Release and Subordination Agreement, an amount equal to the product of (1) the number of Outstanding Common Shares previously represented by such Certificate, multiplied by (2) the Closing Per Share Common Merger Consideration and (B) thereafter in accordance with the terms of this Agreement, the other consideration, if any, described in Section 2.6(b) to the extent it becomes payable in accordance with this Agreement; (ii) To each Series A Preferred Stockholder holding a Certificate that immediately prior to the Effective Time represented Outstanding Series A Preferred Shares that were converted into the right to receive the consideration described in Section 2.6(d), (A) promptly upon receipt by Parent of a completed and duly executed Letter of Transmittal, the Certificate, and a duly executed Release and Subordination Agreement, an amount equal to the product of (1) the number of Outstanding Series A Preferred Shares previously represented by such Certificate, multiplied by (2) the Closing Per Share Series A Preferred Merger Consideration for such shares and (B) thereafter in accordance with the terms of this Agreement, the other consideration, if any, described in Section 2.6(d) to the extent it becomes payable in accordance with this Agreement; (iii) To each Vested Optionholder whose Vested Options were converted into the right to receive the consideration described in Section 2.7, (A) promptly upon receipt by Parent of a completed and duly executed Option Surrender Agreement, the underlying Option award agreement relating to the Vested Options, and a duly executed Release and Subordination Agreement, an amount equal to the aggregate Option Consideration for the Vested Options surrendered pursuant to the Option Surrender Agreement and (B) thereafter in accordance with the terms of this Agreement, the other consideration, if any, described in Section 2.7 to the extent it becomes payable in accordance with this Agreement. (c) Each of the Merger Consideration (togetherSurviving Corporation, the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal Parent and any other required documents, duly executed, the holder of such Certificate(s) Xxxxxx shall be entitled to receive in exchange therefor (deduct and withhold from the consideration otherwise payable to any Securityholder pursuant to this Article 2 any amounts as promptly the Surviving Corporation, Parent or Xxxxxx, as practicable) the Merger Consideration case may be, is required to deduct and withhold with respect to payment under any provision of federal, state or local Tax law. If the Surviving Corporation, Parent or Xxxxxx, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Securityholders in respect of all shares which the Surviving Corporation, Parent or Xxxxxx, as the case may be, made such deduction or withholding. No interest shall accrue or be paid on the cash payable upon the delivery of Common Stock formerly represented by Certificates or Option Surrender Agreements. (d) None of Xxxxxx, Parent, Merger Subsidiary, the Company, or the Surviving Corporation shall be liable to any Person in respect of any cash, dividends or distributions properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates or Option Surrender Agreements shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such surrendered Certificate(searlier date on which any consideration payable to Securityholders pursuant to this Article 2 in respect of such Certificate or Option Surrender Agreement would otherwise escheat to or become the property of any Governmental Authority), without any interest thereonsuch cash, dividends or distributions payable in respect of such Certificate or Option Surrender Agreements shall, to the extent permitted by applicable Law, become property of the Surviving Corporation, free and clear of all Liens of any Person previously entitled thereto. (e) If any portion of the consideration pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith be canceled. If payment of the Merger Consideration this Article 2 is to be made paid to a Person other than the Person in whose name the surrendered Certificate(s) Certificate is registered, it shall be a condition of to such payment that the Certificate(s(i) so surrendered either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(stransfer and (ii) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established pay to the satisfaction of Merger Corp. that Parent any transfer and or other Taxes required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish to the Certificate(s) surrendered have reasonable satisfaction of Parent that such Tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))payable. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate except as otherwise provided herein or by applicable law. (ef) 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 destroyeddestroyed and, if required by Parent, the Surviving Corporation shall pay or cause posting by such Person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to be paid such Certificate, Parent will issue in exchange for such lost, stolen or destroyed Certificate the relevant portion of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 consideration otherwise payable pursuant 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 that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereonthis Article 2. (g) The Merger Consideration paid in the Merger Any amounts otherwise payable by Parent or Xxxxxx pursuant to this Article 2 that are attributable to a Dissenting Share shall be net available to pay the holder fair value of shares such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of Common Stock in cash, subject the DGCL or Sections 1300 et. seq. of the CGCL. With respect to reduction only any amounts held for any applicable federal, state, local or foreign withholding Taxes. To the extent benefit of a Securityholder pursuant to this Agreement that amounts are so withheldattributable to a Dissenting Share, such amounts shall be treated held by Xxxxxx, Parent or the Surviving Corporation for all purposes of this Agreement as having been paid distribution to the Person holder thereof in accordance with Sections 2.6, 2.7 and 2.12 following the first to occur, with respect to such Dissenting Share, of which such withholding was madeeither (i) the withdrawal or loss of the right to appraisal pursuant to Section 262 of the DGCL or Sections 1300 et. seq. of the CGCL or (ii) the perfection of appraisal rights pursuant to Section 262 of the DGCL or Sections 1300 et. seq. of the CGCL. (h) Anything The aggregate Closing Per Share Common Merger Consideration and Closing Per Share Series A Preferred Merger Consideration payable to any Securityholder shall be rounded up or down to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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 theretonearest whole cent.

Payment for Shares. (a) Prior to the Effective Time, Merger Corp. shall Parent or Purchaser will designate a bank or trust company other financial institution reasonably acceptable to the Company to act as paying agent in connection with the Merger (the "Paying Disbursing Agent") pursuant to a paying agent agreement providing for the matters set forth in this Section 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificate(s) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Consideration in respect of all shares of Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the product of (i) the number of Shares issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) and (ii) the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject such amount being hereinafter referred to Sections 2.8(b) and (cas the "Exchange Fund")). (c) . At the Effective Time, Parent shall deposit the stock transfer books of Exchange Fund, in immediately available funds, with 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 Disbursing Agent. (i) At or before the Effective Time, Parent shall 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 referred to in Section 2.6(c) hereof in accordance with Section 2.7(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 Moodx'x Xxxestors 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 shall be such as to permit the Disbursing Agent to make prompt payments to Persons entitled thereto pursuant to this Section 2.7. The Exchange Fund shall 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 shall 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 Certificate result of the Permitted Investments. (other than those subject ii) If after the Effective Time any Person holding of record or beneficially owning Dissenting Shares shall become entitled to Sections 2.8(b) receive payment for such Dissenting Shares pursuant to Section 262 of the DGCL, Parent shall 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 shall not exceed the Merger Consideration, and (c)) is presented provided further that such instructions shall, if sums are to be paid to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender accompanied by a certificate of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 that any sums so paid shall pay be remitted by the Surviving Corporation to the Stockholder or cause to be paid in exchange for such lost, stolen or destroyed Certificate the relevant portion of the Merger Consideration beneficial owner entitled thereto in accordance with Section 2.8(d) for shares of Common Stock represented thereby. When authorizing such payment of any portion 262 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 destroyedDGCL. (fiii) Promptly following Any amount remaining in the date that is Exchange Fund one year after the Effective Time, Closing Date may be refunded to the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto)Corporation, Certificates and other documents in at its possession relating to the Mergeroption; provided, however, that had been made available to the Paying Agent Parent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat and similar laws) shall jointly and severally continue to be liable for any payments required to be made thereafter pursuant to Section 2.6(c) hereof 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 Section 262 of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled theretoDGCL.

Payment for Shares. (a) Prior On or prior to the Effective TimeClosing Date, Merger Corp. 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shallParent will, or shall will cause the Surviving Corporation to, deposit, or cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) sufficient funds to make available the aggregate payments of the Cash Consideration due pursuant to Section 3.01(a) (such amount being hereinafter referred to as the “Payment Fund”), which, for the avoidance of doubt, shall not include the Merger Consideration payable with respect to Company Options and Company Restricted Stock. The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. The Payment Fund may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (x) no such investment or losses thereon shall affect the Cash Consideration payable to the holders of Shares pursuant to this Agreement, (y) following any such losses that result in the amount of funds in the Payment Fund being insufficient to promptly pay the portion of the aggregate Cash Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for to the benefit extent of holders of shares of Common Stock such insufficiency, and (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Sharesz) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be in obligations of or guaranteed by the sole and exclusive property United States of the Surviving America or in commercial paper obligations rated P-1 or A-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively. Any interest and no part thereof other income resulting from such investment shall accrue be paid solely to the benefit of the holders of shares of Common Stock (including such Restricted Shares)Parent. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Promptly As soon as reasonably practicable, and in any event within three (3) Business Days, after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holderPerson who, as of immediately prior to the Effective Time, was the record holder of an outstanding Certificate(s), Shares whose shares of Common Stock Shares were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(scertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), Agent) and (ii) instructions for use in effecting the surrender of the Certificate(sCertificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration (together, multiplied by the "Transmittal Documents")number of Shares evidenced by such Certificate or Book-Entry Shares. Upon Following surrender to the Paying Agent of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp.Book-Entry Shares, together with such letter of transmittal and any other required documents, duly executed, and such other documents as may be required by the Paying Agent, the holder of such Certificate(sCertificate or Book-Entry Shares shall (x) be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax) equal to the product of the number of Shares represented by such Certificate or Book-Entry Shares multiplied by the Cash Consideration and (y) shall be entitled to receive in exchange therefor one (as promptly as practicable1) the Merger Consideration in respect of all shares of Common Stock formerly CVR for each Share represented by such surrendered Certificate(s)Certificate or Book-Entry Shares in accordance with and subject to the terms of the CVR Agreement, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate or Book-Entry Shares shall forthwith be canceled. No interest will be paid or accrued on the Cash Consideration payable upon the surrender of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person (as defined below) other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that . From and after the signatures on the Certificate(s) or any related stock power shall be properly guaranteed Effective Time and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have been paid or are not applicable. Until until surrendered in accordance with the provisions of and as contemplated by this Section 2.103.03, any Certificate(s) each Certificate and Book-Entry Share (other than Certificate(s) Certificates and Book-Entry Shares representing shares of Common Stock subject to Sections 2.8(b) and (c)any Dissenting Shares) shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) receive, in accordance with the terms and instructions contained in the Transmittal Documentshereof, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares multiplied by the number of Common Stock subject to Sections 2.8(b) and (c))Shares evidenced by such Certificate or Book-Entry Shares, without any interest thereon. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion Person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 reasonable amount as it the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund that is one year remains unclaimed by the holders of Certificates and/or Book-Entry Shares for six (6) months after the Effective Time, Time shall be delivered to the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received Corporation. Any former holders of Certificates and/or Book-Entry Shares who have not complied with respect thereto), Certificates and other documents in its possession relating this Section 3.03 prior to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders end of Certificates, and such six (6) month period shall thereafter such holders shall be entitled to look only to the Surviving Corporation but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon (subject to abandoned property, escheat or other similar laws) only as a general creditor thereof with respect to any portion Laws). None of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying AgentParent, Merger Corp. or Sub, the Surviving Corporation or the Paying Agent shall be liable to any holder of a Certificate Shares for any amount properly amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If Certificates are any Certificate or Book-Entry Shares shall not have been surrendered prior to two years after the Effective Timedate on which the related Merger Consideration would escheat to or become the property of any Governmental Entity, unclaimed funds payable with respect to any such Certificates Merger Consideration shall, to the extent permitted by applicable lawLaw, immediately prior to such time become the property of the Surviving CorporationParent, free and clear of all claims or interest of any Person previously entitled thereto. (e) All cash paid and CVRs provided upon the surrender of Certificates or Book-Entry Shares in accordance with the terms of this Article III shall be deemed to have been paid and given in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry Shares.

Payment for Shares. (a) Prior to the Effective Time, Merger Corp. 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 2.10 and otherwise reasonably satisfactory to the Company. At or promptly Promptly following the Effective Time, Merger Corp. shall, Parent shall deliver or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares be delivered: (i) To each record holder of Common Stock that has not previously received the same (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (iA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent Parent, and which letter shall be in such the form and have such other provisions not inconsistent with this Agreement attached as Merger Corp. may reasonably specifyExhibit D hereto (the “Letter of Transmittal”), and (iiB) instructions for use in effecting the surrender of the Certificate(s) such Certificates in exchange for payment the consideration such Stockholder has the right to receive in accordance with this Article 2, (C) a form of Release and (D) a form of Subordination Agreement; and (ii) To each holder of a Vested Option that has not previously received the same (A) an option surrender agreement in the form attached as Exhibit E hereto (the “Option Surrender Agreement”), (B) instructions for effecting the surrender of such Vested Option in exchange for the consideration such Optionholder has the right to receive in accordance with this Article 2, (C) a form of Release and (D) a form of Subordination Agreement. (b) As promptly as practicable after the Effective Time, Parent shall pay or cause to be paid the following amounts: (i) To each Stockholder holding a Certificate that immediately prior to the Effective Time represented Outstanding Common Shares that were converted into the right to receive the consideration described in Section 2.6(b), (A) promptly upon receipt by Parent of a completed and duly executed Letter of Transmittal, the Certificate and a duly executed Release and Subordination Agreement, (1) an amount equal to the product of (a) the number of Outstanding Common Shares previously represented by such Certificate, multiplied by (b) the Closing Per Share Common Merger Consideration and (2) an amount in cash or Xxxxxx Shares, as the case may be, equal to the product of (a) the number of Fully Diluted Target Shares previously represented by such Certificate, multiplied by (b) the Closing Per Share Xxxxxx Consideration, and (B) thereafter in accordance with the terms of this Agreement, the other consideration, if any, described in Section 2.6(b) to the extent it becomes payable in accordance with this Agreement; (ii) To each Vested Optionholder whose Vested Options were converted into the right to receive the consideration described in Section 2.7, (A) promptly upon receipt by Parent of a completed and duly executed Option Surrender Agreement, the underlying Option award agreement relating to the Vested Options, and a duly executed Release and Subordination Agreement, (1) an amount equal to the aggregate Option Consideration for the Vested Options surrendered pursuant to the Option Surrender Agreement and (2) an amount in cash or Xxxxxx Shares, as the case may be, equal to the product of (a) the number of Fully Diluted Target Shares previously represented by the Vested Options surrendered pursuant to such Option Surrender Agreement, multiplied by (b) the Closing Per Share Xxxxxx Consideration, and (B) thereafter in accordance with the terms of this Agreement, the other consideration, if any, described in Section 2.7 to the extent it becomes payable in accordance with this Agreement. (c) Each of the Merger Consideration (togetherSurviving Corporation, the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal Parent and any other required documents, duly executed, the holder of such Certificate(s) Xxxxxx shall be entitled to receive in exchange therefor (deduct and withhold from the consideration otherwise payable to any Securityholder pursuant to this Article 2 any amounts as promptly the Surviving Corporation, Parent or Xxxxxx, as practicable) the Merger Consideration case may be, is required to deduct and withhold with respect to such Securityholder as a result of the transactions contemplated by this Agreement under any provision of federal, state or local Tax law. If the Surviving Corporation, Parent or Xxxxxx, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Securityholders in respect of all shares which the Surviving Corporation, Parent or Xxxxxx, as the case may be, made such deduction or withholding. No interest shall accrue or be paid on the cash payable upon the delivery of Common Stock formerly represented by Certificates or Option Surrender Agreements. (d) None of Xxxxxx, Parent, Merger Subsidiary, the Company, or the Surviving Corporation shall be liable to any Person in respect of any cash, dividends or distributions properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates or Option Surrender Agreements shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such surrendered Certificate(searlier date on which any consideration payable to Securityholders pursuant to this Article 2 in respect of such Certificate or Option Surrender Agreement would otherwise escheat to or become the property of any Governmental Authority), without any interest thereonsuch cash, dividends or distributions payable in respect of such Certificate or Option Surrender Agreements shall, to the extent permitted by applicable Law, become property of the Surviving Corporation, free and clear of all Liens of any Person previously entitled thereto. (e) If any portion of the consideration pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith be canceled. If payment of the Merger Consideration this Article 2 is to be made paid to a Person other than the Person in whose name the surrendered Certificate(s) Certificate is registered, it shall be a condition of to such payment that the Certificate(s(i) so surrendered either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(stransfer and (ii) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established pay to the satisfaction of Merger Corp. that Parent any transfer and or other Taxes required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish to the Certificate(s) surrendered have reasonable satisfaction of Parent that such Tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))payable. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate except as otherwise provided herein or by applicable law. (ef) 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 destroyeddestroyed and, if required by Parent, the Surviving Corporation shall pay or cause posting by such Person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to be paid such Certificate, Parent will issue in exchange for such lost, stolen or destroyed Certificate the relevant portion of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 consideration otherwise payable pursuant 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 that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereonthis Article 2. (g) The Merger Consideration paid in the Merger Any payments to any Securityholder under this Agreement shall be net rounded up or down to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was madenearest whole cent. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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. (a) Prior to the Effective Time, Merger Corp. Purchaser shall designate a bank or trust company company, reasonably acceptable to the Company 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 2.10 2.2 and otherwise reasonably satisfactory to the Company. At or promptly following the Effective Time, Merger Corp. shallPurchaser shall deposit, or shall cause the Surviving Corporation toto be deposited, make available to in trust with the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, Shares the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii)1.8. Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, Corporation and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted the Shares). (b) Promptly As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(scertificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares of Common Stock Shares were converted pursuant to Section 2.8(d) 1.8 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificate(s) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Consideration in respect of all shares of Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)).be (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is Certificates are presented to the Surviving Corporation, it they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10Article II. No interest shall accrue or be paid on any cash payable upon the surrender of a CertificateCertificate or Certificates which immediately before the Effective Time represented outstanding Shares. (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 shares of Common Stock represented by such Certificate Shares, 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 2.8(d) for shares of Common Stock the Shares represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, the board Board of directors 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 that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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. (a) Prior to the Effective Time, Merger Corp. Parent shall designate appoint a United States bank or trust company reasonably mutually acceptable to the Company and Parent 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 2.10 payment of the Merger Consideration, and otherwise reasonably satisfactory prior to the Company. At or promptly following the Effective Time, Merger Corp. shall, Parent shall deposit or shall cause the Surviving Corporation to, make available to be deposited with the Paying Agent in a separate fund established for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Company Common Stock, for payment in accordance with this Article III, through the Paying Agent (the "Payment Fund"), cash in United States dollars in immediately available funds in amounts necessary to make the payments pursuant to Section 3.02(a) and Section 3.03(b). The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund as provided in Section 3.03(b). The Paying Agent shall invest the Payment Fund as Parent directs in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investors Services, Inc. and Standard & Poor's Corporation, or xx xxxtificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of the Company Common Stock entitled thereto as contemplated by this Section 3.03. Parent and the Surviving Corporation shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of Permitted Investments. All earnings on Permitted Investments shall be paid to Parent at such times and in such amounts as Parent directs the Paying Agent. If for any reason (including such Restricted Shareslosses), the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under this Section 3.03, Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement. (b) Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record holder(other than the Company, Parent, Merger Sub or any of their respective subsidiaries or holders of "Dissenting Shares" (as defined in Section 3.05 hereof)) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of an outstanding Certificate(sCompany Common Stock (the "Certificates"), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. the Surviving Corporation reasonably may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificate(s) Certificates in exchange for payment of the Merger Consideration (together, the "Transmittal Documents")therefor. Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal and any other required documentstransmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate(s) Certificate shall be entitled paid in cash in an amount equal to receive in exchange therefor the product of (as promptly as practicablex) the number of shares of Company Common Stock represented by such Certificate and (y) the Merger Consideration in respect of all shares of Common Stock formerly represented by such surrendered Certificate(s)Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) and the Certificate so surrendered shall forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. (c) If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate(s) Certificate is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person person requesting such payment of the Merger Consideration shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or shall have established to the satisfaction of Merger Corp. the Surviving Corporation that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have such tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b3.03(b) and (c), each Certificate (other than Certificates representing Shares owned by Parent or any subsidiary of Parent or held in the treasury of the Company) shall be deemed, at any time from and after the Effective Time, to represent for all purposes only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))Consideration. (cd) At the Effective Time, the stock transfer books Any portion of the Payment Fund which remains undistributed to the holders of 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, Common Stock for 180 days after the Effective Time, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented Time shall be delivered to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided forupon demand, and any holders of Company Common Stock who have not theretofore complied with this Article III and the instructions set forth in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender letter of a Certificate. (d) From and transmittal mailed to such holder after the Effective Time, Time shall thereafter look only to the holders Surviving Corporation for payment of Certificates the Merger Consideration to which they are entitled. All interest accrued in respect of the Payment Fund shall cease inure to have any rights with respect the benefit of and be paid to shares of Common Stock represented by such Certificate except as otherwise provided herein or by applicable lawthe Surviving Corporation. (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 2.8(d) for shares of 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 that is one year after the Effective Time, Neither Parent nor the Surviving Corporation shall be entitled liable to require the Paying Agent to deliver to it any holder of shares of Company Common Stock for any cash (including or interest thereon from the Payment Fund delivered to a public official pursuant to any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to applicable abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereonlaw. (gf) The Merger Consideration paid in the Merger Parent shall be net entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock in cashsuch amounts as Parent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, subject to reduction only for as amended (the "Code"), or any applicable federal, provision of state, local or foreign withholding Taxestax law. To the extent that amounts are so withheldwithheld by the Surviving Corporation or Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person holder of the shares of Company Common Stock in respect of which such deduction and withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted made by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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 theretoParent.

Payment for Shares. (a) Prior to the Effective Time, Merger Corp. Parent shall designate appoint a United States bank or trust company reasonably mutually acceptable to the Company and Parent 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 2.10 payment of the Merger Consideration, and otherwise reasonably satisfactory prior to the Company. At or promptly following the Effective Time, Merger Corp. shall, Parent shall deposit or shall cause the Surviving Corporation to, make available to be deposited with the Paying Agent in a separate fund established for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Company Common Stock, for payment in accordance with this Article III, through the Paying Agent (the "Payment Fund"), cash in United States dollars in immediately available funds in amounts necessary to make the payments pursuant to Section 3.02(a) and Section 3.03(b). The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund as provided in Section 3.03(b). The Paying Agent shall invest the Payment Fund as Parent directs in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investors Services, Inc. and Standard & Poor's Corporation, or ix xxxxxficates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of the Company Common Stock entitled thereto as contemplated by this Section 3.03. Parent and the Surviving Corporation shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of Permitted Investments. All earnings on Permitted Investments shall be paid to Parent at such times and in such amounts as Parent directs the Paying Agent. If for any reason (including such Restricted Shareslosses), the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under this Section 3.03, Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement. (b) Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record holder(other than the Company, Parent, Merger Sub or any of their respective subsidiaries or holders of "Dissenting Shares" (as defined in Section 3.05 hereof)) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of an outstanding Certificate(sCompany Common Stock (the "Certificates"), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. the Surviving Corporation reasonably may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificate(s) Certificates in exchange for payment of the Merger Consideration (together, the "Transmittal Documents")therefor. Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal and any other required documentstransmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate(s) Certificate shall be entitled paid in cash in an amount equal to receive in exchange therefor the product of (as promptly as practicablex) the number of shares of Company Common Stock represented by such Certificate and (y) the Merger Consideration in respect of all shares of Common Stock formerly represented by such surrendered Certificate(s)Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) and the Certificate so surrendered shall forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. (c) If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate(s) Certificate is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person person requesting such payment of the Merger Consideration shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or shall have established to the satisfaction of Merger Corp. the Surviving Corporation that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have such tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b3.03(b) and (c), each Certificate (other than Certificates representing Shares owned by Parent or any subsidiary of Parent or held in the treasury of the Company) shall be deemed, at any time from and after the Effective Time, to represent for all purposes only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))Consideration. (cd) At the Effective Time, the stock transfer books Any portion of the Payment Fund which remains undistributed to the holders of 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, Common Stock for 180 days after the Effective Time, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented Time shall be delivered to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided forupon demand, and any holders of Company Common Stock who have not theretofore complied with this Article III and the instructions set forth in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender letter of a Certificate. (d) From and transmittal mailed to such holder after the Effective Time, Time shall thereafter look only to the holders Surviving Corporation for payment of Certificates the Merger Consideration to which they are entitled. All interest accrued in respect of the Payment Fund shall cease inure to have any rights with respect the benefit of and be paid to shares of Common Stock represented by such Certificate except as otherwise provided herein or by applicable lawthe Surviving Corporation. (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 2.8(d) for shares of 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 that is one year after the Effective Time, Neither Parent nor the Surviving Corporation shall be entitled liable to require the Paying Agent to deliver to it any holder of shares of Company Common Stock for any cash (including or interest thereon from the Payment Fund delivered to a public official pursuant to any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to applicable abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereonlaw. (gf) The Merger Consideration paid in the Merger Parent shall be net entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock in cashsuch amounts as Parent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, subject to reduction only for as amended (the "Code"), or any applicable federal, provision of state, local or foreign withholding Taxestax law. To the extent that amounts are so withheldwithheld by the Surviving Corporation or Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person holder of the shares of Company Common Stock in respect of which such deduction and withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted made by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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 theretoParent.

Payment for Shares. (a) Prior Pursuant to the Effective Time, Merger Corp. shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent in connection with the Merger an agreement (the "Paying AgentDisbursing Agent Agreement") pursuant to a paying agent agreement providing which shall provide for the matters set forth in this Section 2.10 2.9 and otherwise be on terms reasonably satisfactory to Conseco and the Company and which shall be entered into on or before the Effective Time between Conseco and a disbursing agent reasonably satisfactory to the Company. At or promptly following Company and Conseco (the "Disbursing Agent"), Conseco shall deposit with the Disbursing Agent at the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent Time in trust for the benefit of the shareholders of the Company, the Cash Consideration (in immediately available funds) to which holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) Shares shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii)2.7. Such funds The Disbursing Agent shall be invested invest portions of the cash deposited with it in time deposits, treasury bills, or money market or other similar instruments such manner as directed by the Surviving Corporation pending payment thereof directs; provided that all of such investments be in obligations of or guaranteed by the Paying United States of America or in money market funds which are invested solely in obligations of or guaranteed by the United States of America or in commercial paper rated A-1 by Standard & Poor's Corporation or P-1 by Xxxxx'x Investors Service, Inc. (collectively, "Permitted Investments"); provided, further, that the maturities of Permitted Investments shall be such as to permit the Disbursing Agent to holders make prompt payment of the shares Cash Consideration to shareholders of Common Stock (including such Restricted Shares)the Company. Earnings from such investments Any interest or income produced by Permitted Investments shall be the sole and exclusive property of payable to the Surviving Corporation, and no part thereof . The Surviving Corporation shall accrue replace any monies lost through any investment made at its direction pursuant to this Section 2.9. If outstanding Certificates are not surrendered or the Cash Consideration therefor set forth in Section 2.9 hereof is not claimed prior to the benefit of one hundred twentieth (120th) day after the holders of shares of Common Stock (including such Restricted Shares)Closing Date, the unclaimed amounts shall be returned to the Surviving Corporation and persons entitled thereto may look only to the Surviving Corporation for payment thereof. (b) Promptly As soon as practicable after the Effective Time, the Paying Disbursing Agent shall mail to each record holder, as send a notice and form of the Effective Time, of an outstanding Certificate(s), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificate(s) Certificates shall pass, pass only upon proper delivery of the Certificate(sCertificate to the Disbursing Agent) to each record holder of a Certificate (other than Certificates representing Shares held as treasury shares by the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender Company or held by any direct or indirect wholly owned Subsidiary of the Certificate(sCompany or by Conseco or any direct or indirect wholly owned Subsidiary of Conseco) in exchange for payment advising such holder of the effectiveness of the Merger Consideration (together, and the "Transmittal Documents"). Upon surrender of a procedure for surrendering to the Disbursing Agent such Certificate or Certificates for cancellation exchange into the Cash Consideration. Each holder of a Certificate theretofore evidencing Shares converted into a right to receive the Cash Consideration, upon surrender thereof to the Paying Disbursing Agent or to such other agent or agents as may be appointed by Merger Corp., together with such and in accordance with a duly executed letter of transmittal and any other required documentstransmittal, duly executed, the holder of such Certificate(s) shall be entitled to receive in exchange therefor the Cash Consideration payable (in the form of a check or, if so requested by such holder, wire transfer) in respect of each Share theretofore evidenced by the Certificate or Certificates so surrendered. Upon such surrender, the Disbursing Agent will, as promptly as practicable) , pay the Merger Consideration Cash Consideration. Until surrendered, each such Certificate (other than Certificates representing Shares held as treasury shares by the Company or held by any direct or indirect wholly owned Subsidiary of the Company or by Conseco or any direct or indirect wholly owned Subsidiary of Conseco, which shall have only the rights specified in respect of all shares of Common Stock formerly represented by such surrendered Certificate(sSection 2.7), without shall be deemed for all purposes to evidence only the right to receive the Cash Consideration. In no event shall the holder of any such Share be entitled to receive interest thereon, pursuant to Section 2.8(d). The Certificate(son the Cash Consideration. (c) so surrendered shall forthwith be canceled. If payment of the Merger Cash Consideration (or any portion thereof) is to be made delivered to a Person person other than the Person person in whose name the Certificates surrendered Certificate(s) is in exchange therefor are registered, it shall be a condition to the payment of payment the Cash Consideration that the Certificate(s) Certificates so surrendered shall be properly endorsed or shall and otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall such transfer otherwise be properly guaranteed proper and that the Person person requesting such payment shall have established transfer pay to the Company any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of Merger Corp. the Company that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered such taxes have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject required to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificatepaid. (d) From and after Conseco shall issue shares of Conseco Common Stock or other capital stock of Conseco pursuant to Section 2.7(b) to any direct or indirect wholly owned Subsidiary of Conseco which held Shares immediately prior to the Effective Time, the holders as soon as practicable following surrender of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate except as otherwise provided herein or by applicable lawholders. (e) If any Certificate Payments made pursuant to Section 2.7 for Options shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact be made by the Person claiming such Certificate to be lost, stolen Company at 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 2.8(d) for shares of 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 prior to the payment thereof, require Effective Time. The Company shall be entitled to deduct and withhold from the owner consideration otherwise payable pursuant to this Agreement to any holder of Options such lost, stolen or destroyed Certificate amounts as the Company is required 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 deduct and withhold with respect to the Certificate alleged to have been lostmaking of such payment under the Internal Revenue Code of 1986, stolen as amended, or destroyed. (f) Promptly following the date that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders provision of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxestax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person holder of the Options in respect of which such deduction and withholding was mademade by the Company. (hf) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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 From and after the Effective Time, unclaimed funds payable with respect to such Certificates shall, the stock transfer books of the Company in place prior to the extent permitted by applicable lawEffective Time shall be closed, become and thereafter there shall be no transfers on such books of the property of Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, free they shall be cancelled and clear of all claims or interest of any Person previously entitled theretoexchanged for the Cash Consideration.

Payment for Shares. (a) Prior Each holder of Shares (each, a “Stockholder”) acknowledges that the amounts due in respect of the Notes are in excess of the Purchase Price and as such, it is anticipated that the entire Merger Consideration shall be delivered to the Effective TimeSecurityholders in respect of the Notes (whereupon at the Closing, Merger Corp. the Notes shall designate a bank or trust company reasonably acceptable be cancelled and deemed satisfied and fully discharged, it being agreed that each Securityholder shall continue to have the right to receive thereafter any amounts which may become payable to such Securityholder pursuant to Sections 2.11 and 7.3 and from the Working Capital Escrow Fund, the Escrow Fund and the Stockholder Representative Expense Holdback Amount) and no payments shall be made hereunder with respect to the Company Shares to act any Stockholder except as paying agent in connection with set forth immediately below. In the event the Closing Merger Consideration or the Merger Consideration (as finally determined following the "Paying Agent"adjustments described in Section 2.11, and release of any amounts that may become payable to the Securityholders from the Working Capital Escrow Fund, the Escrow Fund and the Stockholder Representative Expense Holdback Amount) pursuant to a paying agent agreement providing for exceeds the matters set forth amounts payable in this Section 2.10 and otherwise respect of the Notes, the Stockholder Representative shall make arrangements, reasonably satisfactory to the Acquiror and the Company. At or promptly following , to provide for payments to be made to each Stockholder in respect of the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted SharesShares as provided in Section 2.6(a), as needed, the aggregate consideration subject to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Common Stock (including such Restricted Shares). Earnings prior receipt from such investments shall be Stockholder of a customary letter of transmittal and the sole and exclusive property of the Surviving Corporationcertificate, and no part thereof shall accrue to the benefit of the holders of shares of Common Stock (including if any, evidencing such Restricted Shares). (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder, as of the Effective Time, of an outstanding Certificate(s), whose shares of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificate(s) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp., together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Consideration in respect of all shares of Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) surrendered have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.10, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) shall be deemed, at any time from and after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates certificates representing Shares shall cease to have any rights with respect to shares of Common Stock Shares represented by such Certificate thereby, except as otherwise for the right to receive payment (if any) under Section 2.6(a) for their Shares, in cash and without interest, together with any other amounts, if any, provided herein under Section 2.6 or by applicable lawLaw. (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 2.8(d) for shares of 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 that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or the Surviving Corporation shall be liable to any holder of a Certificate for any amount 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. (a) Prior At or prior to the Effective Time, Merger Corp. shall designate Parent will, or will cause the Surviving Corporation to deposit, or cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) sufficient funds to act make the payments due pursuant to Section 1.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as paying agent the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in connection with the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (i) no such investment or losses thereon shall affect the Merger (the "Paying Agent") pursuant to a paying agent agreement providing for the matters set forth in this Section 2.10 and otherwise reasonably satisfactory Consideration payable to the Company. At or holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available provide additional funds to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time pursuant to Section 2.8(d) and Section 2.9(b)(ii). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders stockholders of the shares Company to the extent of Common Stock such insufficiency and (including such Restricted Shares). Earnings from ii) such investments shall be in obligations of or guaranteed by the sole and exclusive property United States of the Surviving America or in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, and no part thereof respectively. The Payment Fund shall accrue to the benefit of the holders of shares of Common Stock (including such Restricted Shares)not be used for any other purpose, except as provided in this Agreement. (b) Promptly after As of or promptly following the Effective Time, and in any event within five (5) Business Days after the later of the Effective Time or the date on which the Company has provided the Paying Agent with appropriate records and information reasonably requested, the Surviving Corporation shall cause the Paying Agent to mail to each record holderPerson who, as of the Effective Time, was the record holder of an outstanding Certificate(s), Shares whose shares of Common Stock Shares were converted into the Merger Consideration pursuant to Section 2.8(d) into the right to receive the Merger Consideration 1.06: (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(scertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), Agent) and (iiB) instructions for use in effecting the surrender of the Certificate(sCertificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration (together, the "Transmittal Documents")Consideration. Upon Following surrender of a Certificate or Certificates for cancellation to the Paying Agent of a Certificate (or to such other agent affidavit of loss in lieu thereof) or agents as may be appointed by Merger Corp.Book-Entry Shares, together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) Certificate or Book-Entry Shares shall be entitled to receive paid in exchange therefor cash in an amount (as promptly as practicablesubject to any applicable withholding Tax) equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person (as defined below) other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) Certificate surrendered have or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or are is not applicable. Until From and after the Effective Time and until surrendered in accordance with the provisions of and as contemplated by this Section 2.102.02, any Certificate(s) (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c)) each Certificate shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. The Paying Agent shall accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) Paying Agent may impose to effect an orderly exchange thereof in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))normal practices. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion Person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 customary and reasonable amount as it the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund (including the proceeds of any investments thereof) that is remains unclaimed by the former stockholders of the Company for one year after the Effective Time, Time shall be delivered to the Surviving Corporation shall be entitled to require Corporation. Any former stockholders of the Paying Agent to deliver to it any cash (including any interest received Company who have not complied with respect thereto), Certificates and other documents in its possession relating this Section 2.02 prior to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders end of Certificates, and such one-year period shall thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar lawsLaws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or Neither Parent nor the Surviving Corporation shall be liable to any holder of a Certificate Shares for any amount properly amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw. If any Certificates are shall not have been surrendered immediately prior to two years after the Effective Timedate that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable lawLaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Payment for Shares. (a) Prior to Promptly following the Effective Time, Merger Corp. shall designate Parent will cause Purchaser to make available to a bank or trust company reasonably acceptable to the Company to act as paying agent in connection with the Merger designated by Parent (the "Paying Agent") sufficient funds to make the payments pursuant to Section 2.06 hereof on a paying agent agreement providing for the matters set forth in this Section 2.10 and otherwise reasonably satisfactory timely basis to the Company. At or promptly following the Effective Time, Merger Corp. shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Common Stock (including Restricted Shares, other than Retained Restricted Shares), as needed, the aggregate consideration Parent or Purchaser or any of their respective Subsidiaries) of Shares that are issued and outstanding immediately prior to which such holders of shares of Common Stock (including such Restricted Shares) shall be entitled at the Effective Time (such amounts being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to Section 2.8(d) and Section 2.9(b)(ii)irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds The Payment Fund shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders as directed by Purchaser in direct obligations of the shares of Common Stock (including such Restricted Shares). Earnings from such investments shall be United States, obligations for which the sole full faith and exclusive property credit of the Surviving CorporationUnited States is pledged to provide for the payment of principal and interest, and no part thereof shall accrue to the benefit commercial paper rated of the holders highest quality by Moody's Investors Services, Inc. or Standard & Poor's Ratings Group or cxxxxxxxates of shares deposit, bank repurchase agreements or bankers' acceptances of Common Stock (including such Restricted Shares). (b) Promptly a commercial bank having at least $1,000,000,000 in assets and, after the Effective Time, the Surviving Corporation and shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder, as of the Effective Time, of an outstanding Certificate(scertificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), whose shares a form of Common Stock were converted pursuant to Section 2.8(d) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) Certificates shall pass, only upon proper delivery of the Certificate(s) Certificates to the Paying Agent Agent) and shall be in such form and have such other provisions not inconsistent with this Agreement as Merger Corp. may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificate(s) in exchange for Certificate and receiving payment of the Merger Consideration (together, the "Transmittal Documents")therefor. Upon Following surrender of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Merger Corp.of a Certificate, together with such letter of transmittal and any other required documents, duly executed, the holder of such Certificate(s) Certificate shall be entitled to receive paid in exchange therefor cash in an amount (subject to any applicable withholding tax as promptly as practicablespecified in Section 2.10 hereof) equal to the Merger Consideration in respect product of all shares the number of Common Stock formerly Shares represented by such surrendered Certificate(s)Certificate multiplied by the Merger Consideration, without any interest thereon, pursuant to Section 2.8(d). The Certificate(s) so surrendered and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a Person (as defined in Section 9.10) other than the Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed transfer and that the Person requesting such payment shall have established to the satisfaction of Merger Corp. that pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate(s) Certificate surrendered have or establish to the satisfaction of the Surviving Corporation that such tax has been paid or are is not applicable. Until From and after the Effective Time and until surrendered in accordance with the provisions of and as contemplated by this Section 2.103.02, any Certificate(s) each Certificate (other than Certificate(s) Certificates representing shares Shares owned by Parent or Purchaser or any of Common Stock subject to Sections 2.8(b) their respective Subsidiaries, and (c)certificates representing Dissenting Shares) shall be deemed, at any time from and after the Effective Time, to represent only for all purposes solely the right to receive receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares previously evidenced by such Certificate, without any interest as contemplated by this Section 2.10. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent to pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Common Stock subject to Sections 2.8(b) and (c))thereon. (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, a Certificate (other than those subject to Sections 2.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.10. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate. (d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Common Stock represented by such Certificate 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 destroyeddestroyed and, if required by the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid in exchange for posting by such lost, stolen or destroyed Certificate the relevant portion person of the Merger Consideration in accordance with Section 2.8(d) for shares of 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 reasonable amount as it the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Certificate alleged to have been lost, stolen or destroyedShares formerly represented thereby. (fd) Promptly following Any portion of the date Payment Fund (including the proceeds of any investments thereof) that is one year remains unclaimed by the former stockholders of the Company for six months after the Effective Time, Time shall be repaid to the Surviving Corporation shall be entitled to require Corporation. Any former stockholders of the Paying Agent to deliver to it any cash (including any interest received Company who have not complied with respect thereto), Certificates and other documents in its possession relating Section 3.01 hereof prior to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders end of Certificates, and such six-month period shall thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as a general creditor creditors thereof with respect to any portion for payment of their claim for the Merger Consideration payable upon due surrender of their CertificatesConsideration, without any interest thereon. (g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made. (h) Anything to the contrary in this Section 2.10 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, Merger Corp. or Neither Parent nor the Surviving Corporation shall be liable to any holder of a Certificate Shares for any amount properly monies delivered from the Payment Fund or otherwise 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.