Common use of Payment Procedures Clause in Contracts

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon (a) If any Milestone is achieved, then, in each case, on a date (a “Milestone Payment Date”) that is within 60 days following the last day of such Calendar Quarter in which such Milestone is achieved: (i) Parent will deliver to the Rights Agent (A) a notice (a “Milestone Notice”) indicating the achievement of such Milestone and that the Holders are entitled to receive the applicable Milestone Amount and (B) cash in the aggregate amount of the Milestone Amount. (ii) Subject to the terms of this Agreement each CVR shall entitle the Holder thereof to receive from the Rights Agent (on behalf of Parent), for each CVR, the Milestone Amount, in each case subject to any applicable withholding Tax. (b) The Rights Agent shall promptly, and in any event within 10 Business Days of receipt of a Right Certificate representing exercisable RightsMilestone Notice, with the form as well as any letter of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax instruction reasonably required to be paid by the holder Rights Agent, send each Holder at its registered address a copy of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable Milestone Notice. At the time the Rights Agent sends a copy of such Milestone Notice to the order of the CompanyHolders, the Rights Agent shall thereupon promptly also pay to each Holder, subject to any applicable withholding Tax, the applicable Milestone Amount (the amount of which each Holder is entitled to receive shall be based on the applicable Milestone Amount multiplied by the number of CVRs held by such Holder as reflected in the CVR Register), in accordance with the corresponding letter of instruction (i) (A) requisition from any transfer agent by check mailed to the address of such Holder reflected in the CVR Register as of 5:00 p.m. New York City time on the date of the Preferred Shares applicable Milestone Notice or (or make available, if ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the date of the Milestone Notice, by wire transfer of immediately available funds to the account specified on such instruction. (c) Notwithstanding any other provisions of this Agreement, any portion of the amounts payable pursuant to Section 2.4(b) that remains unclaimed as of the first anniversary of the applicable Milestone Payment Date (including by means of uncashed checks or invalid addresses on the CVR Register) shall be delivered to Parent or its designee and not disbursed to the Holders, and, thereafter, such Holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to such cash that may be payable. (d) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any payments delivered to a public official pursuant to any abandoned property, escheat law or other similar Legal Requirements. (e) If a Milestone is not achieved during any one of the transfer agent) certificates 2021, 2022, 2023 or 2024 Calendar Years, then on or before the date that is 60 days after the expiration of each such applicable Calendar Year period, Parent shall deliver to the Rights Agent a certificate certifying that such Milestone has not occurred, accompanied by a statement setting forth, in reasonable detail, a calculation of Net Sales for the number applicable period (each, a “Milestone Non-Achievement Certificate”). The Rights Agent shall promptly, and in any event within 10 Business Days of Preferred Shares receipt of a Milestone Non-Achievement Certificate, send each Holder at its registered address a copy of such Milestone Non-Achievement Certificate, including detail regarding the ability of a Holder or Holders to be purchased and dispute or contest such determination of non-achievement of a Milestone pursuant to this Agreement. If the Company hereby irrevocably authorizes its transfer agent Rights Agent does not receive from the Acting Holders a written objection to comply (i) a Milestone Non-Achievement Certificate with all such requestsrespect to Milestone 1, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise any, within 180 days of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited delivery by the transfer agent with Rights Agent of such Milestone Non-Achievement Certificate to the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares Holders in accordance with this Section 14 or otherwise 2.4(e), the Holders shall be deemed to have accepted such Milestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to Milestone 1 and the Xxxxxxxxx 0 Xxxxxx, xxx/xx (xx) a Milestone Non-Achievement Certificate with respect to Milestone 2 and/or Milestone 3, if any, within 180 days of the delivery by the Rights Agent of such Milestone Non-Achievement Certificate with respect the 2024 Calendar Year to the Holders in accordance with this Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.32.4(e), the Company will make all arrangements necessary so that Holders shall be deemed to have accepted such other securities, cash and/or other property are available for distribution by Milestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to each such Milestone and the Rights Agent, if and when appropriateapplicable Milestone Amount.

Payment Procedures. Upon receipt As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent to mail to each holder of record (other than the Company) of a Right Certificate representing exercisable Rightscertificate or certificates which, with immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of election letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to purchase the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and certification shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, accompanied by payment and such other customary documents as may be required pursuant to such instructions, the holder of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share such Certificate shall be entitled to be purchased and receive in respect thereof cash in an amount equal to any applicable transfer tax required to be paid by the holder product of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ax) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts Certificate and (y) the per share Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. No interest shall be deposited by paid or accrued on the transfer agent Merger Consideration payable upon the surrender of any Certificate. If any holder of Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash Surviving Corporation. If payment is to be paid made to a person other than the person in lieu whose name the surrendered Certificate is registered, it shall be a condition of payment that the issuance of fractional shares in accordance with Section 14 Certificate so surrendered shall be properly endorsed or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of such certificates or depositary receipts, cause the same payment to be delivered to or upon the order of a person other than the registered holder of such Right Certificate, registered in such name the surrendered Certificate or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash establish to or upon the order satisfaction of the registered holder Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of such Right Certificate. In the event that this Section 3.3(b), each Certificate (other than Certificates representing Shares owned by the Company is obligated or holders of Dissenting Shares) shall be deemed at any time after the Effective Time to issue other securities of represent for all purposes only the Company, pay cash and/or distribute other property pursuant right to Section 11.1.3, receive the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateMerger Consideration.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Prior to or promptly after the Effective Time, but in no event more than three (3) Business Days after the Effective Time, the Surviving Corporation or Parent will cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares and Dissenting Shares) a letter of transmittal in customary form reasonably acceptable to the Company and Parent (which shall specify that delivery will be effected, and risk of loss and title to Certificates and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Shares, as the case may be, to the Paying Agent) and instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) and Book-Entry Shares in exchange for the Merger Consideration. Upon receipt the proper surrender of a Right Certificate representing exercisable Rights(or effective affidavit of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Share to the Paying Agent, together with the form a properly completed letter of election to purchase and certification transmittal, duly executed, accompanied and such other documents as may reasonably be requested by payment the Paying Agent, the holder of the aggregate Purchase Price for the total number of one onesuch Certificate or Book-hundredths of a Preferred Entry Share will be entitled to be purchased and receive in exchange therefor cash in an amount equal to the Merger Consideration (after giving effect to any applicable transfer required tax required withholdings) for each Share (other than Excluded Shares and Dissenting Shares) formerly represented by such Certificate or Book-Entry Share that such holder has the right to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered will be cancelled. No interest will be paid by or accrued on any amount payable upon due surrender of the holder Certificates or Book-Entry Shares. In the event of such Right Certificate a transfer of ownership of Shares that is not registered in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash Merger Consideration to be paid in lieu upon due surrender of the issuance of fractional shares in accordance with Section 14 Certificate or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as Book-Entry Share may be designated by paid to such holder and (iv) when appropriate, after receipt, promptly deliver a transferee if the Certificate or Book-Entry Share formerly representing such cash Shares is presented to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Paying Agent, if accompanied by all documents required to evidence and when appropriateeffect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

Payment Procedures. Upon (a) If any Milestone is achieved during the Milestone Period, then, in each case, on a date that is no later than thirty (30) days following the achievement of such Milestone, Parent will deliver to the Rights Agent (i) a notice (a “Milestone Notice”) indicating (A) the achievement of such Milestone, and (B) a calculation of the amount of cash and/or number of Parent Ordinary Shares, as applicable, payable as the applicable Milestone Payment, including, if applicable, the amount of any Permitted Deductions from such Milestone Payment and the portion of any Milestone Payment that will be paid in cash in lieu of Parent Ordinary Shares pursuant to Section 2.04(e), and (ii) for payment to the Holders, cash and/or shares equal to the applicable Milestone Payment (in each case less any applicable withholding Tax, if any). (b) The Rights Agent shall promptly, and in no event later than ten (10) Business Days after receipt of a Right Certificate representing exercisable RightsMilestone Notice, with send each Holder at its address set forth in the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of CVR Register a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder copy of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable Milestone Notice. At the time the Rights Agent sends a copy of such Milestone Notice to the order of the CompanyHolders, the Rights Agent shall thereupon promptly also pay to each Holder, subject to any applicable withholding Tax and Section 2.04(e), the applicable Milestone Payment (the portion of such Milestone Payment which each Holder is entitled to receive shall be equal to (i) ) (A) requisition from the applicable Milestone Payment divided by (B) the aggregate number of CVRs registered in the CVR Register at such time, multiplied by (ii) the number of CVRs held by such Holder as reflected on the CVR Register). For the avoidance of doubt, none of Parent, the Company or any transfer agent of their Affiliates will have any further liability in respect of the Preferred Shares relevant Milestone Payments upon delivery of such Milestone Payment in accordance with this Section 2.04 to the Rights Agent. For clarity, no Milestone Payment shall be payable more than once. (c) Parent shall be entitled to deduct and withhold, or make availablecause to be deducted and withheld, if from each Milestone Payment otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to any such deliveries and payments under the United States Internal Revenue Code of 1986, as amended, or any provision of state, local, provincial or foreign Law. To the extent that amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (d) Any portion of a Milestone Payment that remains undistributed to the Holders six (6) months after applicable date of payment of such Milestone Payment to the Rights Agent (including by means of invalid addresses on the CVR Register) will be delivered by the Rights Agent to Parent or a person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent), and subject to this Section 2.04(d), such property shall be deemed forfeited by the applicable Holders and become the property of Parent. The Rights Agent shall promptly notify the Holder Representative in the event that any undistributed amount is delivered to Parent or its nominee. To the transfer agentextent all such undistributed payment(s) certificates for exceed $50,000 in the aggregate (whether payable in cash or stock), upon written notice by the Holder Representative, Parent and Rights Agent shall cause such amounts to be reallocated and distributed to the other CVR Holders in accordance with their respective pro rata shares of the aggregate number of Preferred CVRs registered in the CVR Register, excluding the CVRs to which such undistributed payments were otherwise payable. (e) Notwithstanding anything herein to the contrary, with respect to the amount of any Milestone Payments which would, but for this Section 2.04(e), be payable in Parent Ordinary Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply in accordance with all definition of “Milestone Payment,” such requests, or portion of such Milestone Payment payable in respect of (Bi) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requestsReverse Split CVRs, (ii) when appropriateCVRs held by Cash-Out CVR Holders or (iii) CVRs that have been transferred pursuant to a Permitted Transfer (other than a Permitted Transfer of the nature described in clause (e) of the definition of “Permitted Transfer”) (any such CVRs as described in clauses (i) through (iii), requisition from the Company the amount of cash to “Cash-Out CVRs”) shall, in each case, be paid in cash in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateany Parent Ordinary Shares.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon (a) On or before February 15, 2017, Parent will deliver to the Rights Agent (i) a notice (the “Milestone Notice”) indicating whether the Sales Milestone was achieved and (ii) the Net Sales Statement for the fiscal year ended December 31, 2016 along with any letter of instruction required by the Rights Agent. In addition, in the event that Parent does not timely file, in accordance with applicable SEC rules and regulations, with the SEC a quarterly report on Form 10-Q with respect to any of the first, second or third fiscal quarters of 2016, Parent will deliver to the Rights Agent on or before the 45th day following the completion of any such fiscal quarter of 2016 a Net Sales Statement with respect to all then completed fiscal quarters during the fiscal year ending December 31, 2016. (b) The Rights Agent will promptly, and in any event within ten Business Days of receipt of a Right Certificate representing exercisable Rights, with the form Milestone Notice and/or Net Sales Statement as well as any letter of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax instruction required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if send each Holder at its registered address a copy of such Milestone Notice and/or Net Sales Statement. If a Payment Amount is payable to the Holders, then at the time the Rights Agent sends a copy of the Milestone Notice to the Holders, the Rights Agent will also pay the Payment Amount to each of the Holders (the amount to which each Holder is entitled to receive will be the Payment Amount multiplied by the number of CVRs held by such Holder as reflected on the CVR Register) by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the date of the Milestone Notice. (c) Parent shall be entitled to deduct or withhold, or cause the Rights Agent to deduct or withhold, from any Payment Amount otherwise payable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code, the Treasury Regulations thereunder, or any other applicable Tax Law, as may be determined by Parent or the Rights Agent. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, Parent shall instruct the Rights Agent to solicit IRS Form W-9s from Holders eligible for Tax withholding within a reasonable amount of time in order to provide the opportunity for the Holder to provide any necessary Tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, and when appropriateprior to the 15th day of February in the year following any payment of such taxes by Parent or the Rights Agent, Parent shall deliver (or shall cause the Rights Agent to deliver) to the person to whom such amounts would otherwise have been paid the original Form 1099 or other reasonably acceptable evidence of such withholding. (d) Any portion of any Payment Amount that remains undistributed to the Holders six (6) months after the date of the Milestone Notice will be delivered by the Rights Agent to Parent, upon demand, and any Holder will thereafter look only to Parent for payment of such Payment Amount, without interest, but such Holder will have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable law. (e) Neither Parent nor the Rights Agent will be liable to any person in respect of any Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If, despite Parent’s and/or the Rights Agent’s commercially reasonable efforts to deliver a Payment Amount to the applicable Holder, such Payment Amount has not been paid immediately prior to the date on which such Payment Amount would otherwise escheat to or become the property of any Governmental Entity, any such Payment Amount will, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent agrees to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary depository agent depositary depository receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company hereby directs the depositary depository agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares or Dissenting Company Shares) (the “Certificates” (if any)) (i) a Right Certificate representing exercisable Rightsletter of transmittal in customary form (which will specify that delivery will be effected, with and risk of loss and title to the form of election to purchase and certification duly executedCertificates will pass, accompanied by payment only upon proper delivery of the aggregate Purchase Price Certificates to the Exchange Agent), and (ii) instructions for effecting the total number surrender of one one-hundredths the Certificates in exchange for (A) the Merger Consideration and (B) the Dividend Consideration, if any, in each case, payable with respect to the shares of a Preferred Share Company Common Stock formerly represented thereby pursuant to be purchased Section 2.7. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Companyinstructions thereto, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent holders of such Certificates will be entitled to receive in exchange therefor the Preferred Shares (or make availableMerger Consideration and the Dividend Consideration, if the Rights Agent is the transfer agent) certificates any, for the number each share of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts shall Certificates. Notwithstanding anything to the contrary in this Agreement, no holder of uncertificated shares of Company Common Stock (the “Uncertificated Shares”) will be deposited required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.7 with respect to such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” regarding the book-entry transfer of such Uncertificated Shares by the Exchange Agent (or such other evidence, if any, of transfer agent with as the depositary agent) Exchange Agent may reasonably request, it being understood that the holders of Uncertificated Shares will be deemed to have surrendered such Uncertificated Shares upon receipt of an “agents message” or such other evidence, if any, as the Exchange Agent may reasonably request), will be entitled to receive in exchange therefor the Merger Consideration and the Company hereby directs the depositary agent to comply with all Dividend Consideration, if any, for each Uncertificated Share held by such requests, (ii) when appropriate, requisition from the Company the amount of cash to record holder. No interest will be paid in lieu or accrued for the benefit of holders of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause Certificates and Uncertificated Shares on the same to be delivered to Merger Consideration or upon the order of the registered holder surrender of such Right CertificateCertificates and transfer of Uncertificated Shares pursuant to this Section 2.9(d). Until so surrendered or transferred, registered outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration and the Dividend Consideration, if any, payable in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property respect thereof pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate2.7.

Payment Procedures. Upon (i) As soon as reasonably practicable after the First Effective Time and in any event not later than the third Business Day following the Closing Date, Parent shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock or Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, pursuant to Section 2.1, (A) a letter of transmittal with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration or the Preferred Merger Consideration, as applicable. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of a Right Certificate representing exercisable Rightsan “agent’s message” by the Exchange Agent, with and such other documents as may customarily be required by the form of election to purchase and certification duly executedExchange Agent, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate Certificates (or effective affidavits of loss in accordance lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the Merger Consideration or the Preferred Merger Consideration, as applicable, into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and any dividends or other distributions payable pursuant to Section 9, 2.2(c)). No interest shall be paid or accrued on any amount payable on due surrender of Certificates (or effective affidavits of loss in cash lieu thereof) or by certified or cashier's check or money order payable to the order Book-Entry Shares. If payment of the CompanyMerger Consideration or Preferred Merger Consideration, as applicable, is to be made to a Person other than the Rights Agent Person in whose name the surrendered Certificate is registered, it shall thereupon promptly (i) be a condition precedent of payment that (A) requisition from any the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Person requesting such payment shall have elected to deposit the total number of Preferred Shares issuable upon exercise paid any transfer and other similar Taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu payment of the issuance of fractional shares in accordance with Section 14 Merger Consideration or otherwise in accordance with Section 11.1.3Preferred Merger Consideration, (iii) promptly after receipt of such certificates or depositary receiptsas applicable, cause the same to be delivered to or upon the order of a Person other than the registered holder of the Certificate surrendered or shall have established that such Right CertificateTax either has been paid or is not required to be paid. (iii) The Exchange Agent, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Parent and each Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable to holders of Company Common Stock or Company Preferred Stock pursuant to Section 11.1.3this Article 2 such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to the making of such payment; it being understood that, provided that the representation and warranty of the Company will make all arrangements necessary so in Section 3.15(c) is true and correct as of the First Effective Time, no deduction or withholding shall be made under the Laws of Canada (or any province thereof) from any such amounts (other than, for greater certainty, (A) any dividend or other distribution referenced in Section 2.2(c), and (B) amounts referred to in Section 2.3 that such other securities, cash and/or other property are available for distribution attributable to personal services performed by the Rights Agentapplicable payee in Canada or any province thereof or by an applicable payee who is a resident, if for income Tax purposes, of Canada) except to the extent that any such deduction or withholding shall be required by a change in Law after the date of this Agreement. To the extent that amounts are so deducted or withheld and when appropriatetimely paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable RightsAt or prior to the Closing, Parent shall deposit (or cause to be deposited) with the form Company, by wire transfer of election immediately available funds, the Option Consideration as well as the cash portion of any Director RSU Consideration, and PSU Consideration owed to purchase applicable holders of Company Options, Company Director RSUs and certification duly executedCompany PSUs pursuant to Section 2.8(d), accompanied Section 2.8(b)(ii) and Section 2.8(c), respectively. As promptly as reasonably practicable, but in any event no later than five Business Days after the Closing Date, the applicable holders of Company Options, Company Director RSUs, and Company PSUs will be paid by payment of the aggregate Purchase Price for Company or the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax Surviving Corporation, through its payroll system or payroll provider, all amounts required to be paid by the holder to such holders in respect of such Right Certificate in accordance with Company Options, Company Director RSUs, and Company PSUs pursuant to this Section 92.8, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from less any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased required and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property unsatisfied withholding pursuant to Section 11.1.32.12. Notwithstanding the foregoing, to the extent any Company Director RSU, Adjusted RSU or Company PSU is nonqualified deferred compensation subject to Section 409A of the Code, Parent will distribute the Director RSU Consideration, PSU Consideration or relevant shares of Parent Common Stock, as applicable, at the earliest time permitted under the terms of the applicable agreement, plan or arrangement relating to such Company Director RSU, Vested RSU or Company PSU that will not trigger a Tax or penalty under Section 409A of the Code; provided, that each holder of Company Director RSUs, Adjusted RSUs and Company PSUs shall be responsible for all Taxes due under Section 409A of the Code, if any, in connection with such awards (other than, to the extent applicable, required withholding amounts) and none of Parent, the Company will make all arrangements necessary so that or the Surviving Corporation shall responsible for any such other securities, cash and/or other property are available for distribution by Taxes arising under Section 409A of the Rights Agent, if and when appropriateCode.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon receipt surrender of a Right Certificate representing exercisable RightsCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the form of election to purchase instructions thereto, and certification duly executedsuch other documents as may customarily be required by the Paying Agent, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate Certificates or Book-Entry Shares shall be entitled to receive in accordance with Section 9, in cash or by certified or cashier's check or money order payable exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the order product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu upon due surrender of the issuance of fractional shares in accordance with Section 14 Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or otherwise in accordance with Section 11.1.3, other Taxes have been paid or are not applicable. (iii) promptly after receipt of such certificates or depositary receiptsThe Surviving Corporation, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant Parent, Merger Sub and the Paying Agent shall be entitled to Section 11.1.3deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the Company will make “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all arrangements necessary so that purposes of this Agreement as having been paid to such other securities, cash and/or other property are available for distribution by the Rights Agent, if Person in respect of which such deduction and when appropriatewithholding were made.

Payment Procedures. Upon (a) If any Milestone is achieved, then, in each case, on a date (a “Milestone Payment Date”) that is within 60 days following the last day of such Calendar Quarter in which such Milestone is achieved: (i) Parent will deliver to the Rights Agent (A) a notice (a “Milestone Notice”) indicating (1) the achievement of such Milestone and that the Holders are entitled to receive the applicable Milestone Amount, and (2) Parent’s election as to which portion of such Milestone Amount shall be settled by payment of cash (the “Milestone Cash Amount”) pursuant to Section 2.4(b) or by credit of Parent Common Stock (the “Milestone Stock Amount”) pursuant to Section 2.4(c), and (B) cash in the aggregate amount of the Milestone Cash Amount (if such amount is greater than zero). (ii) Subject to the terms of this Agreement, including Section 2.4(d), each CVR shall entitle the Holder thereof to receive from Parent the number of fully paid and nonassessable shares of Parent Common Stock equal to the applicable Milestone Stock Amount (determined by dividing such amount by the Milestone Stock Price), together, if applicable, with any Milestone Cash Amount, any cash payable in lieu of fractional shares as provided in Section 2.8 and any dividends or distributions payable as provided Section 2.9, in each case subject to any applicable withholding Tax. (b) The Rights Agent shall promptly, and in any event within 10 Business Days of receipt of a Right Certificate representing exercisable RightsMilestone Notice, with the form as well as any letter of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax instruction reasonably required to be paid by the holder Rights Agent, send each Holder at its registered address a copy of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order Milestone Notice. If any Milestone Cash Amount is payable to the order Holders, then at the time the Rights Agent sends a copy of such Milestone Notice to the CompanyHolders, the Rights Agent shall thereupon promptly also pay to each Holder, subject to any applicable withholding Tax, the applicable Milestone Cash Amount (the amount of which each Holder is entitled to receive shall be based on the applicable Milestone Cash Amount multiplied by the number of CVRs held by such Holder as reflected in the CVR Register), in accordance with the corresponding letter of instruction (i) (A) requisition from any transfer agent by check mailed to the address of such Holder reflected in the CVR Register as of 5:00 p.m. New York City time on the date of the Preferred Shares applicable Milestone Notice or (or make available, if ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent is wiring instructions in writing as of the close of business on the date of the Milestone Notice, by wire transfer agentof immediately available funds to the account specified on such instruction. (c) certificates for Promptly following the Milestone Payment Date, and in any event within 10 Business Days, subject to any withholding Tax, Parent shall (i) pay the applicable Milestone Stock Amount by crediting (or shall cause its Transfer Agent to credit) the appropriate number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or book-entry shares of Parent Common Stock (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares determined in accordance with Section 14 2.4(a)(ii)) to each Holder in the name of such Holder as recorded in the CVR Register, and such book-entry shares of Parent Common Stock shall be deemed to have been issued and any person so named therein shall be deemed to have become a holder of record of such shares of Parent Common Stock as of the applicable Milestone Payment Date, and (ii) deliver to the Rights Agent any cash necessary to be paid to Holders in lieu of fractional shares as provided in Section 2.8 hereof, and the Rights Agent shall deliver to each Holder at his, her or its address appearing on the CVR Register, (x) a written notice specifying the number of shares of Parent Common Stock (if any) paid for each CVR and to whom the shares of Parent Common Stock were issued and the Rights Agent shall promptly record such issuance in the CVR Register and (y) a check reflecting the amount of any cash in lieu of fractional shares to be provided to such Holder as provided in Section 2.8 hereof and, if applicable, amounts payable pursuant to Section 2.9. (d) Notwithstanding anything to the contrary herein, in no event shall Parent credit (or have any obligation to credit) pursuant to, or in connection with, the CVRs a number of shares of Parent Common Stock that exceeds the Parent Share Cap; provided that this Section 2.4(d) shall not be deemed to limit any Holder’s right to receive any Milestone Amount in full (it being understood that any portion of a Milestone Amount that would otherwise exceed the Parent Share Cap shall be paid as a Milestone Cash Amount). (e) Notwithstanding any other provisions of this Agreement, any portion of the cash provided by Parent to the Rights Agent as a reserve for purposes of payments to Holders of cash in lieu of fractional shares pursuant to Section 2.8 hereof and, if applicable, amounts payable pursuant to Section 2.4(b) or Section 2.9 that remains unclaimed as of the first anniversary of the applicable Milestone Payment Date (including by means of uncashed checks or invalid addresses on the CVR Register) shall be delivered to Parent or its designee and not disbursed to the Holders, and, thereafter, such Holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to such cash that may be payable. (f) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any payments delivered to a public official pursuant to any abandoned property, escheat law or other similar Legal Requirements. (g) If a Milestone is not achieved during any one of the 2021, 2022, 2023 or 2024 Calendar Years, then on or before the date that is 60 days after the expiration of each such applicable Calendar Year period, Parent shall deliver to the Rights Agent a certificate certifying that such Milestone has not occurred, accompanied by a statement setting forth, in reasonable detail, a calculation of Net Sales for the applicable period (each, a “Milestone Non-Achievement Certificate”). The Rights Agent shall promptly, and in any event within 10 Business Days of receipt of a Milestone Non-Achievement Certificate, send each Holder at its registered address a copy of such Milestone Non-Achievement Certificate, including detail regarding the ability of a Holder or Holders to dispute or contest such determination of non-achievement of a Milestone pursuant to this Agreement. If the Rights Agent does not receive from the Acting Holders a written objection to (i) a Milestone Non-Achievement Certificate with respect to Milestone 1, if any, within 180 days of the delivery by the Rights Agent of such Milestone Non-Achievement Certificate to the Holders in accordance with this Section 11.1.32.4(g), the Holders shall be deemed to have accepted such Milestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to Milestone 1 and the Xxxxxxxxx 0 Xxxxxx, xxx/xx (iiixx) promptly after receipt of such certificates or depositary receiptsa Milestone Non-Achievement Certificate with respect to Milestone 2 Milestone 3, cause the same to be delivered to or upon the order and/or Milestone 4, if any, within 180 days of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution delivery by the Rights AgentAgent of such Milestone Non-Achievement Certificate with respect the 2024 Calendar Year to the Holders in accordance with this Section 2.4(g), if the Holders shall be deemed to have accepted such Milestone Non-Achievement Certificate and when appropriateParent and its Affiliates shall have no further obligation with respect to each such Milestone and the applicable Milestone Amount.

Payment Procedures. Upon receipt Except to the extent Company Stock Based Awards or Company Options are treated as contemplated in the first sentence of a Right Certificate representing exercisable RightsSection 2.11(e), at or prior to the Closing, Parent will deposit (or cause to be deposited) with the form Company, by wire transfer of election to purchase and certification duly executedimmediately available funds, accompanied by payment of the aggregate Purchase Price for (i) Company Stock-Based Award Consideration owed to all holders of Company Stock-Based Awards; and (ii) Option Consideration owed to all holders of Company Options. Not later than the total number next regularly scheduled payroll date that is at least fifteen days following the Closing Date, the applicable holders of one oneCompany Stock-hundredths Based Awards and Company Options will receive a payment from the Company or the Surviving Corporation, through its payroll system or payroll provider, of a Preferred Share to be purchased and an amount equal to any applicable transfer tax amounts required to be paid by to such holders in respect of Company Stock-Based Awards or Company Options that are cancelled and converted pursuant to Section 2.11(a) or Section 2.11(b), as applicable. Notwithstanding the foregoing, if any payment owed to a holder of such Right Certificate in accordance with Company Stock-Based Awards or Company Options pursuant to Section 92.11(a) or Section 2.11(b), in cash or by certified or cashier's check or money order payable to the order of the Companyas applicable, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of cannot be made through the Preferred Shares (Company’s or make availablethe Surviving Corporation’s payroll system or payroll provider, if then the Rights Agent is Surviving Corporation will issue a check for such payment to such holder, which check will be sent to such holder promptly following the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsClosing Date, or (B) constitutes deferred compensation under Code Section 409A, then the timing of such payment will be made in a manner that is intended to comply with Code Section 409A so as not to result in adverse tax consequences thereunder for such holder. Notwithstanding the above, any payment (including, if applicable, payments in kind) to holders of Section 000 XXXx and to holders of Section 3(i) RSUs shall be paid to the Section 102 Trustee, in full without any withholding of Taxes (provided that the Company shall have elected obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are Closing) to be purchased (held and released in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent accordance with the depositary agentprovisions of Section 102 (if applicable) and the Company hereby directs Israeli Tax Ruling, and for further distribution to the depositary agent beneficial holders subject to comply with all such requests, the receipt (iion or after Closing) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights AgentSection 102 Trustee of a duly executed Section 102 Shareholder Document in relation to any payment to holders of Section 102 RSUs, if and when appropriateof a duly executed Section 3(i) RSU Holder Acknowledgement in relation to any payment to holders of Section 3(i) RSUs.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, the Paying Agent will mail to each holder of record of Common Shares whose Common Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (A) a letter of transmittal (which will specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company shall reasonably determine) and (B) instructions for use in effecting the surrender of Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon receipt surrender of a Right Certificate representing exercisable RightsCertificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the form instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of election such Certificates or Book-Entry Shares will be entitled to purchase and certification duly executed, accompanied by receive in exchange therefor a payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and in an amount equal to any applicable transfer tax required to the product of (x) the number of Common Shares formerly represented by such holder’s properly surrendered Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid by or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the holder event of such Right Certificate a transfer of ownership of Common Shares that is not registered in accordance with Section 9, in cash the transfer or by certified or cashier's check or money order payable to the order stock records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash Merger Consideration to be paid in lieu upon due surrender of the issuance of fractional shares in accordance with Section 14 Certificate formerly representing such Common Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or otherwise in accordance with Section 11.1.3, other Taxes have been paid or are not applicable. (iii) promptly after receipt The Surviving Corporation, Parent and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Common Shares or any holder of Company Stock Options, Company Performance Shares or Company RSUs, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to the making of such certificates payment. To the extent that amounts are so withheld or depositary receiptsdeducted and paid over to the applicable Governmental Entity, cause such withheld or deducted amounts will be treated for all purposes of this Agreement as having been paid to the same to be delivered to or upon the order holder of the registered holder Common Shares, Company Stock Options, Company Performance Shares or Company RSUs in respect of which or whom such Right Certificate, registered in such name or names as may be designated by such holder deduction and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithholding were made.

Payment Procedures. (a) If a Payment Triggering Event occurs at any time prior to the termination of this Agreement then, within 10 calendar days after the occurrence of such Payment Triggering Event, the Company will deliver to the Rights Agent (i) an Officer’s Certificate certifying the date of the Payment Triggering Event, the amount of the payment and that the Holders are entitled to receive the applicable Payment Amount in respect thereof (the “Payment Triggering Event Notice”), and (ii) an amount in cash equal to the applicable Payment Amount (for further distribution to the Holders in accordance with the terms hereof) by wire transfer of immediately available funds to an account designated by the Rights Agent. (b) Upon receipt of a Right Certificate representing exercisable Rightseither the Payment Amount or the wire transfer referred to in Section 2.3(a), with the form Rights Agent will promptly (and in any event within 10 Business Days) pay, by check mailed, first-class postage prepaid, to the address of election each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to purchase and certification duly executedthe Rights Agent, accompanied by payment an amount in cash equal to such Holder’s Pro Rata Share of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal applicable Payment Amount. (c) With respect to any applicable transfer tax required to be Payment Amount that is paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order Company or an Affiliate of the Company, the Rights Agent Company shall thereupon promptly (i) (A) requisition from any transfer agent have no further liability in respect of such Payment Amount upon delivery of the Preferred Shares (or make available, if relevant funds to the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 2.3(a). (d) The Company and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts required to be paid or distributed under this Agreement (including any Payment Amount payable pursuant to this Agreement), such amounts as it is required to deduct and withhold with respect to the making of such payment or distribution (including in respect of the distribution of CVRs) under any provision of applicable Law relating to Taxes. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid or distributed to the Holder in respect of which such deduction and withholding was made. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder, the Rights Agent will, to the extent reasonably practicable, provide notice to the Holder of such potential Tax deduction or withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts; provided, that the time period for payment of a Payment Amount by the Rights Agent set forth in Section 2.3(b) will be extended by a period equal to any delay caused by the Holder providing such forms, provided, further, that in no event shall such period be extended for more than ten Business Days, unless otherwise requested by the Holder for the purpose of delivering such forms and agreed to by the Rights Agent. The Rights Agent will solicit from each Holder an appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9, as applicable on or prior to any distribution or other payment to such Holder to permit any payment of any Payment Amount to be made without deduction or withholding of any US. backup withholding taxes or taxes imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code, as amended (the “Code”). (e) Any portion of a Payment Amount that remains undistributed to the Holders on the date that is six months after the Rights Agent’s receipt of the applicable Payment Triggering Event Notice (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to the Company or a Person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), and any Holder will thereafter look only to the Company for payment of such Payment Amount (which shall be without interest). (f) If any Payment Amount (or portion thereof) remains unclaimed by a Holder on the date that is four years after the Rights Agent’s receipt of the applicable Payment Triggering Event Notice or the Payment Amount (or immediately prior to such earlier date on which such Payment Amount would otherwise escheat to or become the property of any governmental authority), then: (i) such Payment Amount (or portion thereof) will, to the extent permitted by applicable Law, become the property of the Company and will be transferred to the Company or a Person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor, and (ii) the CVRs to which such payment relate shall be deemed abandoned in accordance with Section 11.1.3, 2.5 and shall no longer be deemed outstanding for any purpose (iii) promptly after receipt including for purposes of such certificates or depositary receipts, cause calculating a Holder’s Pro Rata Share). Neither the same Company nor the Rights Agent will be liable to be any Person in respect of a Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificatesimilar legal requirement under applicable Law. In the event that the Company is obligated addition to issue and not in limitation of any other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3indemnity obligation herein, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by agrees to indemnify and hold harmless the Rights AgentAgent with respect to any liability, if and when appropriatepenalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to the Company or a public official.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of shares of Class A Stock (other than Excluded Shares and Company Awards) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration pursuant to Section 1.07. Upon receipt surrender of such a Right Certificate representing exercisable Rightsor Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with the form a letter of election to purchase and certification transmittal, duly executed, accompanied by payment of and such other customary documents as may be required pursuant to such instructions (collectively, the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by “Transmittal Documents“), the holder of such Right Certificate or Book-Entry Share shall be entitled to receive in accordance with Section 9exchange therefor the Merger Consideration for each share of Class A Stock formerly represented by such Certificate or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Class A Stock that is not registered in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to Merger Consideration may be purchased issued and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in accordance with Section 11.1.3proper form for transfer. In such event, (iii) promptly after receipt the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of such certificates the Merger Consideration must either pay any Transfer Tax or depositary receipts, cause other Taxes required by reason of the same payment to be delivered to or upon the order of a Person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such Right Certificate, registered in Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such name or names as a Certificate and the related Transmittal Documents. Cash payments may be designated made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Class A Stock (other than Excluded Shares, Company Awards and any Dissenting Shares) formerly represented by such holder and (iv) when appropriateCertificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, after receipt, promptly deliver such dividends or other income earned on the investment of cash to or upon held in the order Payment Fund shall be for the account of the registered holder of such Right CertificateSurviving Corporation. In the event that the Company is obligated to issue other securities The Merger Consideration delivered upon surrender of the Company, pay cash and/or distribute other property pursuant Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to Section 11.1.3, have been paid in full satisfaction of all rights pertaining to the Company will make all arrangements necessary so that shares represented by such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateCertificates or Book-Entry Shares.

Payment Procedures. (i) The Paying Agent shall make available at the Closing and, as soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, shall mail or transmit electronically to each Former Holder, (A) a shareholder consent and release (the “Stockholder Release”), in the form attached hereto as Exhibit K, (B) a cooperation agreement (the “Cooperation Agreement”), in the form attached hereto as Exhibit L, and (C) instructions for obtaining the portion of the Aggregate Closing Merger Consideration to which such Former Holder is entitled pursuant to Section 2.1(a) less any applicable withholding Taxes. (ii) Upon receipt delivery of a Right Certificate representing exercisable Rightsthe Stockholder Release, duly completed and validly executed in accordance with the form of election instructions thereto, and such other documents as may customarily be required by the Paying Agent, the Former Holder shall be entitled to purchase and certification duly executed, accompanied by payment receive in exchange therefor the portion of the aggregate Purchase Price for Aggregate Closing Merger Consideration payable in respect of such Shares pursuant to Section 2.1(a), plus any interest or other payments made after the total number Closing in respect of one one-hundredths of a Preferred Share to be purchased any Verso First Lien Notes and an amount equal any dividends or other distributions paid with respect to any applicable transfer tax shares of Parent Common Stock, in each case included in the Aggregate Closing Merger Consideration, and interest shall accrue on any Verso First Lien Notes included in the Aggregate Closing Merger Consideration in accordance with the terms thereof. Except as provided in the foregoing sentence, no interest will be paid or accrued on the Aggregate Closing Merger Consideration. (iii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be paid by withheld or deducted under the holder Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such Right Certificate in accordance with Section 9payment. To the extent that amounts are so deducted or withheld, in cash such deducted or by certified or cashier's check or money order payable withheld amounts shall be treated for all purposes of this Agreement as having been paid to the order Person in respect of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (which such deduction or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithholding was made.

Payment Procedures. Upon (a) If any Milestone is achieved, then, in each case, on a date (a “Milestone Payment Date”) that is within 60 days following the last day of such Calendar Quarter in which such Milestone is achieved: (i) Parent will deliver to the Rights Agent (A) a notice (a “Milestone Notice”) indicating the achievement of such Milestone and that the Holders are entitled to receive the applicable Milestone Amount, and (B) for each CVR, cash in the aggregate amount of the Milestone Amount. (ii) Subject to the terms of this Agreement, each CVR shall entitle the Holder thereof to receive from the Rights Agent (on behalf of Parent), for each CVR, the Milestone Amount, in each case subject to any applicable withholding Tax. (b) The Rights Agent shall promptly, and in any event within 10 Business Days of receipt of a Right Certificate representing exercisable RightsMilestone Notice, with the form as well as any letter of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax instruction reasonably required to be paid by the holder Rights Agent, send each Holder at its registered address a copy of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable Milestone Notice. At the time the Rights Agent sends a copy of such Milestone Notice to the order of the CompanyHolders, the Rights Agent shall thereupon promptly also pay to each Holder, subject to any applicable withholding Tax, the applicable Milestone Amount (the amount of which each Holder is entitled to receive shall be based on the applicable Milestone Amount multiplied by the number of CVRs held by such Holder as reflected in the CVR Register), in accordance with the corresponding letter of instruction (i) (A) requisition from any transfer agent by check mailed to the address of such Holder reflected in the CVR Register as of 5:00 p.m. New York City time on the date of the Preferred Shares applicable Milestone Notice or (or make available, if ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the date of the Milestone Notice, by wire transfer of immediately available funds to the account specified on such instruction. (c) Notwithstanding any other provisions of this Agreement, any portion of the amounts payable pursuant to Section 2.4(b) that remains unclaimed as of the first anniversary of the applicable Milestone Payment Date (including by means of uncashed checks or invalid addresses on the CVR Register) shall be delivered to Parent or its designee and not disbursed to the Holders, and, thereafter, such Holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to such cash that may be payable. (d) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any payments delivered to a public official pursuant to any abandoned property, escheat law or other similar Legal Requirements. (e) If a Milestone is not achieved during any one of the transfer agent) certificates 2021, 2022, 2023 or 2024 Calendar Years, then on or before the date that is 60 days after the expiration of each such applicable Calendar Year period, Parent shall deliver to the Rights Agent a certificate certifying that such Milestone has not occurred, accompanied by a statement setting forth, in reasonable detail, a calculation of Net Sales for the number applicable period (each, a “Milestone Non-Achievement Certificate”). The Rights Agent shall promptly, and in any event within 10 Business Days of Preferred Shares receipt of a Milestone Non-Achievement Certificate, send each Holder at its registered address a copy of such Milestone Non-Achievement Certificate, including detail regarding the ability of a Holder or Holders to be purchased and dispute or contest such determination of non-achievement of a Milestone pursuant to this Agreement. If the Company hereby irrevocably authorizes its transfer agent Rights Agent does not receive from the Acting Holders a written objection to comply (i) a Milestone Non-Achievement Certificate with all such requestsrespect to Milestone 1, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise any, within 180 days of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited delivery by the transfer agent with Rights Agent of such Milestone Non-Achievement Certificate to the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares Holders in accordance with this Section 14 or otherwise 2.4(e), the Holders shall be deemed to have accepted such Milestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to Milestone 1 and the Xxxxxxxxx 0 Xxxxxx, xxx/xx (xx) a Milestone Non-Achievement Certificate with respect to Milestone 2 Milestone 3, and/or Milestone 4, if any, within 180 days of the delivery by the Rights Agent of such Milestone Non-Achievement Certificate with respect the 2024 Calendar Year to the Holders in accordance with this Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.32.4(e), the Company will make all arrangements necessary so that Holders shall be deemed to have accepted such other securitiesMilestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to each such Milestone and the applicable Milestone Amount. (f) Notwithstanding anything herein to the contrary, cash and/or other property are available for distribution by in no event shall the Rights Agent, if and when appropriateaggregate payments to Holders under this Section 2 exceed the Milestone Cap.

Payment Procedures. (a) Upon receipt an occurrence of a Right Certificate representing exercisable RightsCVR Payment Event, with the form of election Parent shall promptly, but in no event later than five (5) Business Days thereafter, deliver to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent an Officer’s Certificate certifying that each Holder is entitled to receive the CVR Payment Amount (the “CVR Payment Certificate”), which shall thereupon promptly (i) (A) requisition from any transfer agent of set forth the Preferred Shares (or make available, if the CVR Payment Date. The Rights Agent shall forward any CVR Payment Certificate it receives to the Holders within five (5) Business Days of receipt. Until such CVR Payment Certificate is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution received by the Rights Agent, if the Rights Agent may presume conclusively for all purposes that a CVR Payment Event has not occurred. (b) At least five (5) Business Days prior to the applicable CVR Payment Date, Parent shall cause the Applicable Payment to be delivered to the Rights Agent, who will in turn, on the CVR Payment Date, pay the applicable CVR Payment Amount to each of the Holders (the amount which each Holder is entitled to receive will be based on the number of CVRs held by such Holder as reflected on the CVR Register) (i) by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such CVR Payment Date, or, (ii) with respect to Holders that are due CVR Payment Amounts in excess of $100,000 who have provided the Rights Agent with wire transfer instructions in writing, by wire transfer of immediately available funds to such account. The Rights Agent shall have no duty or obligation to verify or confirm the accuracy, validity or sufficiency of the applicable CVR Payment Amount. (c) Parent shall be entitled to deduct and when appropriatewithhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made.

Payment Procedures. Upon receipt Each Borrower shall make each payment under any Loan Document not later than noon on the day when due in Dollars to the Administrative Agent at its Payment Office (or to the applicable Issuing Bank, in the case of a Right Certificate representing exercisable Rights, with payments to an Issuing Bank under Section 2.18) in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the form of election to purchase and certification duly executed, accompanied by payment of principal, interest, fees or commissions on Letters of Credit as contemplated by Section 2.18(d) ratably (other than amounts payable pursuant to Section 2.06, 2.10, 2.13, 2.16 or 9.04) to the aggregate Purchase Price Banks for the total number account of one one-hundredths their respective Applicable Lending Offices, and like funds relating to the payment of a Preferred Share any other amount payable to any Bank for the account of its Applicable Lending Office, in each case to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 99.06(c), from and after the effective date specified in cash or by certified or cashier's check or money order payable such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes (if any) in respect of the interest assigned thereby to the order Bank assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the applicable Borrower shall notify the Administrative Agent of the Company, the Rights Agent Borrowing to which such payment shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificateapply. In the event that absence of such notice, the Company is obligated Administrative Agent may specify the Borrowing to issue other securities which such payment shall apply. All of the CompanyObligations of the Loan Parties under the Loan Documents shall be absolute and unconditional, pay cash and/or distribute other property pursuant and all payments to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution be made by the Rights AgentLoan Parties under the Loan Documents shall be made without condition or deduction for any counterclaim, if and when appropriatedefense, recoupment, or setoff.

Payment Procedures. Upon receipt (i) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall cause the Exchange Agent to deliver to each record holder, as of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable immediately prior to the order Effective Time, of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the Preferred Shares (or make available, if the Rights Agent is the transfer agent“Certificates”) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (other than Cancelled Shares or Converted Shares and other than any holder of a Certificate or a Book-Entry Share who properly made and did not revoke an Election pursuant to Section 3.3) a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company shall have elected prior to deposit the total number of Preferred Shares issuable upon exercise Closing) and instructions for use in effecting the surrender of the Rights hereunder with a depository agentCertificates or, requisition from in the depositary agent depositary receipts representing interests case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in such number of one one-hundredths Section 3.1(b)(i). (ii) Each holder of a Preferred share of Company Common Stock represented by a Certificate or a Book-Entry Share who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to Section 3.3 shall be entitled to receive in exchange therefor (A) the Mixed Election Consideration, the Cash Election Consideration or the Stock Election Consideration, as are applicable (subject to be purchased (the proration provisions in which case certificates Section 3.4), for the Preferred Shares each share of Company Common Stock formerly represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requestsCertificate or Book-Entry Share, (iiB) when appropriateany dividends or other distributions payable pursuant to Section 3.5(g), requisition from the Company the amount of and (C) cash to be paid in lieu of the issuance of any fractional shares of Parent Common Stock payable pursuant to Section 3.5(h), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. Each holder of a share of Company Common Stock represented by a Certificate or a Book-Entry Share who did not properly make an Election, upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares (together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other customary documents as may be reasonably required by the Exchange Agent or Parent), shall be entitled to receive in exchange therefor (1) the Mixed Election Consideration for each such share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, (2) any dividends or other distributions payable pursuant to Section 14 3.5(g), and (3) cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 3.5(h). No interest shall be paid or otherwise accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in accordance with Section 11.1.3, respect of the Certificates or Book-Entry Shares. (iii) promptly after receipt If payment of the Merger Consideration is to be made to a Person other than the record holder of such certificates shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or depositary receipts, cause shall be otherwise in proper form for transfer and that the same Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right Certificateshares surrendered or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by Section 3.5(b)(ii), registered each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender (A) the Mixed Election Consideration payable in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder respect of such Right Certificate. In the event that the shares of Company is obligated to issue Common Stock, (B) any dividends or other securities of the Company, pay cash and/or distribute other property distributions payable pursuant to Section 11.1.33.5(g), the Company will make all arrangements necessary so that such other securities, and (C) cash and/or other property are available for distribution by the Rights Agent, if and when appropriatein lieu of any fractional shares of Parent Common Stock payable pursuant to Section 3.5(h).

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of shares of Company Stock (other than Excluded Shares) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration pursuant to Section 1.07. Upon receipt surrender of such a Right Certificate representing exercisable Rightsor Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with the form a letter of election to purchase and certification transmittal, duly executed, accompanied by payment of and such other customary documents as may be required pursuant to such instructions (collectively, the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by "Transmittal Documents"), the holder of such Right Certificate or Book-Entry Share shall be entitled to receive in accordance with Section 9exchange therefor the Merger Consideration for each share of Company Stock formerly represented by such Certificate or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Company Stock that is not registered in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to Merger Consideration may be purchased issued and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in accordance with Section 11.1.3proper form for transfer. In such event, (iii) promptly after receipt the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of such certificates the Merger Consideration must either pay any Transfer Tax or depositary receipts, cause other Taxes required by reason of the same payment to be delivered to or upon the order of a Person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such Right Certificate, registered in Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such name or names as a Certificate and the related Transmittal Documents. Cash payments may be designated made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Company Stock (other than Excluded Shares and any Dissenting Shares) formerly represented by such holder and (iv) when appropriateCertificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, after receipt, promptly deliver such dividends or other income earned on the investment of cash to or upon held in the order Payment Fund shall be for the account of the registered holder of such Right CertificateSurviving Corporation. In the event that the Company is obligated to issue other securities The Merger Consideration delivered upon surrender of the Company, pay cash and/or distribute other property pursuant Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to Section 11.1.3, have been paid in full satisfaction of all rights pertaining to the Company will make all arrangements necessary so that shares represented by such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateCertificates or Book-Entry Shares.

Payment Procedures. Upon receipt Promptly after the Effective Time (but in no event more than five Business Days thereafter), Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock as of immediately prior to the Effective Time (i) a Right Certificate representing exercisable Rightsletter of transmittal (which shall (A) in the case of shares of Company Common Stock represented by Certificates, with specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, (B) be in such customary form and have such other provisions as Parent and the Company may reasonably agree and (C) be prepared prior to the Effective Time) and (ii) instructions for use in effecting the surrender of election to purchase and certification duly executed, accompanied by the Certificates or Book-Entry Shares in exchange for payment of the aggregate Purchase Price Merger Consideration to which such holder is entitled pursuant to this Agreement. Following the Effective Time, upon surrender of Certificates for cancellation to the total number Exchange Agent or receipt of one onean “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-hundredths Entry Shares, together with such letter of a Preferred Share to transmittal, duly and properly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be purchased and an amount equal to any applicable transfer tax required to be paid by the Exchange Agent), the holder of such Right Certificate Certificates or Book-Entry Shares shall be entitled to receive in accordance with Section 9exchange therefor, in cash or by certified or cashier's check or money order payable subject to the order of the Companyany required withholding Taxes, the Rights Agent Merger Consideration for each share of Company Common Stock surrendered, any cash in lieu of fractional shares of Parent Common Stock to which the holder is entitled pursuant to Section 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) (in each case, without interest), and any Certificates or Book-Entry Shares so surrendered shall thereupon promptly (i) forthwith be cancelled. If payment of such Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) requisition from any the person requesting such exchange present proper evidence of transfer agent of the Preferred Shares (or make available, if the Rights Agent is the shall otherwise be in proper form for transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company person requesting such payment shall have elected to deposit the total number of Preferred Shares issuable upon exercise paid any transfer and other Taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt payment of such certificates or depositary receipts, cause the same Merger Consideration to be delivered to or upon the order of a person other than the registered holder of such Right CertificateCertificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, registered each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration, as contemplated by this Article II, (2) cash in such name or names as may be designated by lieu of any fractional shares of Parent Common Stock to which such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property entitled pursuant to Section 11.1.32.2(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if in each case without interest and when appropriatesubject to any applicable withholding Taxes.

Payment Procedures. Upon (a) On or prior to each Royalty Right Payment Date, the Seller shall (i) pay, by wire transfer in immediately available funds in U.S. dollars to the Purchaser Account, the Royalty Right Payment Amount with respect to the corresponding Royalty Right Period and (ii) deliver to the Purchaser a report (a “Report”) setting forth (A) such Royalty Right Payment Amount and (B) MosaiQ™ Net Sales for such Royalty Right Period, calculated in reasonable detail. Each Report and the contents thereof shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to deliver any Report pursuant to this Section 2.2 unless the Confidentiality Agreement is effective and has a remaining term of not less than six (6) months at the time such Report is to be delivered, (b) All payments made by or on behalf of the Seller (including any Successor Company) in respect of this Royalty Right Agreement or the Royalty Right will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction, will at any time be required by law to be made from any payments made by or on behalf of the Seller or paying agent with respect to this Royalty Right Agreement or the Royalty Right the Seller will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by the Purchaser in respect of such payments, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by the Purchaser in respect of such payments on this Royalty Right Agreement or the Royalty Right, as applicable, in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the Purchaser and a Relevant Taxing Jurisdiction (it being understood that a Relevant Taxing Jurisdiction is to be determined as though a payment with respect to this Royalty Right Agreement or the Royalty Right were made on the Issue Date) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of this Royalty Right Agreement or the Royalty Right or the receipt of a any payment or the exercise or enforcement of rights under this Royalty Right Certificate representing exercisable Rights, with Agreement or the form of election to purchase and certification duly executed, accompanied Royalty Right; (2) any Tax that is imposed or withheld by payment reason of the aggregate Purchase Price for failure by the total number Purchaser or the beneficial owner of one one-hundredths this Royalty Right Agreement or the Royalty Right to comply with a reasonable written request of the Seller addressed to the Purchaser, after reasonable notice (at least 30 days before any such withholding or deduction would be payable), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Purchaser or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters that is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction of, all or part of such Tax but only to the extent the Purchaser or such beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes that are payable otherwise than by deduction or withholding from a payment under or with respect to this Royalty Right Agreement or the Royalty Right; (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (5) any tax imposed by reason of the Purchaser’s or beneficial owner’s past or present status (or the past or present status of a Preferred Share fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Purchaser or beneficial owner, if the Purchaser or beneficial owner is an estate, a trust, a partnership or a corporation) as a personal holding company, private foundation or other tax exempt organization, passive foreign investment company, controlled foreign corporation with respect to the United States, bank, or as a corporation that accumulates earnings to avoid U.S. federal income tax; or (6) any combination of items (1) through (5) above. Notwithstanding anything to the contrary herein, the Seller shall be purchased permitted to withhold or deduct any amounts required by FATCA and an amount equal the Seller shall not be required to pay any additional amounts with respect to any applicable transfer tax FATCA withholding or deduction imposed on or with respect to this Royalty Right Agreement or the Royalty Right. The Seller will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to be paid by the holder of such Right Certificate Relevant Taxing Jurisdiction in accordance with Section 9applicable Law. The Seller will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld to each Relevant Taxing Jurisdiction imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable to the Purchaser. Wherever in this Royalty Right Agreement there is mentioned, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)any context: (A1) requisition from any transfer agent of the Preferred Shares Royalty Right Payment Amount; or (or make available2) interest, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsany, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.32.5 of this Royalty Right Agreement such reference shall be deemed to include payment of Additional Amounts to the extent that, the Company in such context, Additional Amounts are, were or would be payable in respect thereof. The foregoing obligations will make all arrangements necessary so that such other securitiessurvive any termination, cash and/or other property are available for distribution defeasance or discharge of this Royalty Right Agreement or Royalty Right and any transfer by the Rights AgentPurchaser or beneficial owner of this Royalty Right Agreement or the Royalty Right, if and when appropriatewill apply mutatis mutandis to any jurisdiction in which any Successor Company is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to this Royalty Right Agreement or Royalty Right is made by or on behalf of the Seller, or any political subdivision or governmental authority thereof or therein having the power to tax.

Payment Procedures. Upon receipt As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Right Certificate representing exercisable Rightsor Certificates whose shares were converted into the right to receive the Merger Consideration or the Series B Cash Consideration as applicable pursuant to Section 2.1(a) a letter of transmittal in a form prepared prior to the Effective Time and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration or the Series B Cash Consideration as applicable. Upon surrender of a Certificate for cancellation to the Paying Agent, together with the form such letter of election to purchase and certification transmittal, duly executed, accompanied and such other documents as may reasonably be required by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by Paying Agent, the holder of such Right Certificate shall be entitled to receive in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly exchange therefore (i) ) in the case of a Common Certificate, a cash payment representing the Merger Consideration for each share of Sizeler Common Stock represented thereby, which such holder has the right to receive pursuant to this Article II and (Aii) requisition from any transfer agent of in the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths case of a Preferred Share as are Certificate, a cash payment representing the Series B Cash Consideration for each share of Sizeler Series B Preferred Stock represented thereby (if the Series B Merger Approval has been obtained prior to the Effective Time), which such holder has the right to receive pursuant to this Article II, and, in each case the Certificate so surrendered shall forthwith be purchased (canceled. In the event of a transfer of ownership of Sizeler Common Stock or Sizeler Series B Preferred Stock that is not registered in which case certificates for the Preferred Shares represented by transfer records of the Company prior to the Effective Time, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such receipts Certificate shall be deposited by the properly endorsed or otherwise be in proper form for transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all person requesting such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu payment shall pay any transfer or other taxes required by reason of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same payment to be delivered to or upon the order of a person other than the registered holder of such Right Certificate or establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Common Certificate and (if the Series B Merger Approval has been obtained prior to the Effective Time) each Preferred Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender of such Certificate, registered in such name or names as may be designated the consideration into which the shares theretofore represented by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Certificate shall have been converted pursuant to Section 11.1.32.1(a) together with the dividends, if any, which may have been declared by the Company will make on the Sizeler Common Stock or the Sizeler Series B Preferred Stock, as applicable, in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. The Acquiror and the Surviving Corporation shall pay all arrangements necessary so that such other securities, cash and/or other property are available for distribution by fees and expenses of the Rights Agent, if Paying Agent in connection with the Exchange Fund and when appropriatethe distributions therefrom.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Common Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.311(a)(iii), (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.311(a)(iii), the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. As soon as reasonably practicable, but no later than the fifth (5th) day, after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of Common Shares (other than Excluded Shares and any Dissenting Shares) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration pursuant to Section 1.07. Upon receipt surrender of such a Right Certificate representing exercisable Rightsor Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with the form a letter of election to purchase and certification transmittal, duly executed, accompanied by payment of and such other customary documents as may be required pursuant to such instructions (collectively, the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by “Transmittal Documents”), the holder of such Right Certificate or Book-Entry Share shall be entitled to receive in accordance with Section 9exchange therefor the Merger Consideration for each Company Share formerly represented by such Certificate or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Company Shares that is not registered in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to Merger Consideration may be purchased issued and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in accordance with Section 11.1.3proper form for transfer. In such event, (iii) promptly after receipt the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of such certificates the Merger Consideration must either pay any Transfer Tax or depositary receipts, cause other Taxes required by reason of the same payment to be delivered to or upon the order of a Person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such Right Certificate, registered in Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such name or names as a Certificate and the related Transmittal Documents. Cash payments may be designated made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Company Shares (other than Excluded Shares and any Dissenting Shares) formerly represented by such holder and (iv) when appropriateCertificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, after receipt, promptly deliver such dividends or other income earned on the investment of cash to or upon held in the order Payment Fund shall be for the account of the registered holder of such Right CertificateSurviving Corporation. In the event that the Company is obligated to issue other securities The Merger Consideration delivered upon surrender of the Company, pay cash and/or distribute other property pursuant Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to Section 11.1.3, have been paid in full satisfaction of all rights pertaining to the Company will make all arrangements necessary so that shares represented by such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateCertificates or Book-Entry Shares.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated in writing by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, the Surviving Corporation shall instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1 (A) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such customary form and have such other customary provisions as Parent and the Company may mutually agree prior to the Closing, and (B) instructions for use in effecting the surrender of Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon receipt surrender of a Right Certificate representing exercisable RightsCertificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the form of election to purchase instructions thereto, and certification duly executedsuch other documents as may customarily be required by the Paying Agent, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate Certificates (or affidavits of loss in accordance with Section 9, lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration (less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment upon due surrender of the Rights Agent Certificate therefor may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer and other applicable Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall thereupon promptly be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) The Paying Agent, the Company and its Subsidiaries, and the Parent Parties, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited remitted by the transfer agent with applicable entity to the depositary agent) appropriate Governmental Entity and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from shall be treated for all purposes of this Agreement as having been paid to the Company the amount Person in respect of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 which such deduction or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithholding was made.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate ------------------ representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt (i) Each holder of a Right Certificate representing exercisable Rights, with Common Certificates or Common Book- Entry Shares shall be entitled to receive in exchange therefor (i) Common Stock Consideration in the form of election to purchase separate certificates or share deposit receipts for Acquiring Fund Common Stock and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and (ii) cash in an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9Common Cash Consideration, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares each share formerly represented by such receipts Common Certificate or Common Book- Entry Shares (less any required withholding taxes) and such Common Certificate or Common Book-Entry Shares shall then be cancelled. No interest shall be deposited by paid or accrued for the transfer agent with benefit of holders of the depositary agent) and Common Certificates or Common Book- Entry Shares on the Company hereby directs the depositary agent to comply with all such requests, Common Cash Consideration. (ii) when appropriate, requisition from If payment of the Company the amount of cash Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid in lieu any transfer and other taxes required by reason of the issuance payment of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3the Merger Consideration, (iii) promptly after receipt of such certificates or depositary receiptsas applicable, cause the same to be delivered to or upon the order of a person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of the Acquiring Fund that such Right Certificatetax either has been paid or is not applicable. (iii) Until surrendered as contemplated by, registered and in accordance with, this paragraph 3.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Date to represent only the right to receive upon such name or names surrender the applicable Merger Consideration as may be designated contemplated by such holder and this paragraph 3. (iv) when appropriateAt any time following the date that is six months after the Effective Date, after receiptthe Acquiring Fund shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been deposited with the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares and thereafter such holders shall be entitled to look to the Acquiring Fund (subject to abandoned property, promptly deliver escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable (without interest) upon due surrender of their Certificates or Book-Entry Shares. The Acquiring Fund shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Acquired Fund Common Stock for Merger Consideration. None of the Acquiring Fund, the Acquired Fund or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any Cash Consideration remaining unclaimed as of a date which is immediately prior to such cash time as such amounts would otherwise escheat to or upon become property of any governmental entity shall, to the order extent permitted by applicable law, become the property of the registered holder Acquiring Fund free and clear of such Right Certificateany claims or interests of any person previously entitled thereto. In All cash paid in accordance with the event terms of this Article 3 in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the Company is obligated terms of this Agreement shall be deemed to issue other securities have been paid in full satisfaction of all rights pertaining to the shares of Acquired Fund Common Stock represented thereby. (v) After the Effective Date, the stock transfer books of the CompanyAcquired Fund shall be closed and thereafter there shall be no further registration of transfers of Acquired Fund Common Stock that were outstanding prior to the Effective Date. After the Effective Date, pay cash and/or distribute other property pursuant Certificates or Book-Entry Shares presented to Section 11.1.3the Paying Agent for transfer shall be canceled and exchanged for the Merger Consideration, as applicable, provided for, and in accordance with the Company will make all arrangements necessary so that such other securitiesprocedures set forth in, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatethis Article 3.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash and/or property.

Payment Procedures. Upon receipt (i) As soon as reasonably practicable after the Effective Time, but in no event later than three Business Days after the Effective Time, Parent will cause the Payment Agent to mail to each holder of record of a Right Company Certificate representing exercisable Rightswhose shares of Company Common Stock were converted into the right to receive the Merger Consideration (A) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon proper delivery of the Company Certificates to the Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and such letter of transmittal will be in such form and have such other provisions as Parent may specify consistent with this Agreement) and (B) instructions for use in effecting the form surrender of election the Company Certificates or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for the Merger Consideration. (ii) After the Effective Time, and upon surrender in accordance with Section 2.3(b)(i) of a Company Certificate or Book-Entry Shares for cancellation to purchase and certification the Payment Agent, together with such letter of transmittal, duly executed, accompanied and such other documents as may reasonably be required by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by Payment Agent, the holder of such Right Company Certificate or Book-Entry Shares will be entitled to receive in accordance with Section 9, in cash or by certified or cashier's check or money order payable exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the order provisions of this Article II and the Company Certificate or Book-Entry Shares so surrendered will be canceled. In the event of a transfer of ownership of shares of Company Common Stock that are not registered in the transfer records of the Company, payment may be issued to a person other than the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and person in whose name the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, Certificate or Book-Entry Shares so surrendered is registered (Bthe “Transferee”) if the such Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one oneCertificate or Book-hundredths of a Preferred Entry Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 is properly endorsed or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt proper form for transfer and the Transferee pays any transfer or other Taxes required by reason of such certificates or depositary receipts, cause the same payment to be delivered to or upon the order of a person other than the registered holder of such Right Certificate, registered in such name Company Certificate or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash Book-Entry Shares or establishes to or upon the order satisfaction of the registered Payment Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Company Certificate and each Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Merger Consideration that the holder thereof has the right to receive in respect of such Right Certificate. In Company Certificate or Book-Entry Shares pursuant to the event provisions of this Article II, subject, however, to the Surviving Corporation’s obligation to pay all dividends that may have been declared by the Company is obligated (solely as permitted by Section 5.1) and that remain unpaid at the Effective Time. No interest will be paid or will accrue on any Merger Consideration payable to issue other securities holders of the Company, pay cash and/or distribute other property Company Certificates or Book-Entry Shares pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateprovisions of this Article II.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary depository agent depositary depository receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company hereby directs the depositary depository agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt (a) Appropriate transmittal materials ("LETTER OF TRANSMITTAL") shall be mailed as soon as reasonably practicable after the Effective Time to each holder of a Right Certificate representing exercisable Rights, with record of South Jersey Common Stock as of the form Effective Time. A Letter of election to purchase and certification duly executed, Transmittal shall be deemed properly completed only if accompanied by payment certificates representing all shares of South Jersey Common Stock to be converted thereby. (b) At and after the Effective Time, each certificate ("SOUTH JERSEY CERTIFICATE") previously representing shares of South Jersey Common Stock (except as specifically set forth in SECTION 1.2) shall represent only the right to receive the Merger Consideration multiplied by the number of shares of South Jersey Common Stock previously represented by the South Jersey Certificate. (c) Prior to the Effective Time, Richmond County shall deposit, or shall cause to be deposited, in a segregated account with a bank or trust company selected by Richmond County and reasonably acceptable to South Jersey, which shall act as paying agent ("PAYING AGENT") for the benefit of the aggregate Purchase Price holders of shares of South Jersey Common Stock, for the total number of one one-hundredths of a Preferred Share to be purchased and payment in accordance with this SECTION 1.3, an amount equal of cash sufficient to any applicable transfer tax required pay the aggregate Merger Consideration to be paid by pursuant to SECTION 1.2. (d) The Letter of Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the South Jersey Certificates shall pass, only upon delivery of the South Jersey Certificates to the Paying Agent, (ii) be in a form and contain any other provisions as Richmond County may reasonably determine and (iii) include instructions for use in effecting the surrender of the South Jersey Certificates in exchange for the Merger Consideration. Upon the proper surrender of the South Jersey Certificates to the Paying Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such Right Certificate South Jersey Certificates shall be entitled to receive in exchange therefor a check in the amount equal to the cash that such holder has the right to receive pursuant to SECTION 1.2. South Jersey Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Paying Agent shall issue a check as provided herein. If there is a transfer of ownership of any shares of South Jersey Common Stock not registered in the transfer records of South Jersey, the Merger Consideration shall be issued to the transferee thereof if the South Jersey Certificates representing such South Jersey Common Stock are presented to the Paying Agent, accompanied by all documents required, in the reasonable judgment of Richmond County and the Paying Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) From and after the Effective Time there shall be no transfers on the stock transfer records of South Jersey of any shares of South Jersey Common Stock. If, after the Effective Time, South Jersey Certificates are presented to Richmond County, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with Section 9, the procedures set forth in cash or by certified or cashier's check or money order payable to the order this SECTION 1.3. (f) Any portion of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the aggregate amount of cash to be paid pursuant to SECTION 1.2 that remains unclaimed by the stockholders of South Jersey for six months after the Effective Time shall be repaid by the Paying Agent to Richmond County upon the written request of Richmond County. After such request is made, any stockholders of South Jersey who have not theretofore complied with this SECTION 1.3 shall look only to Richmond County for the Merger Consideration deliverable in lieu respect of each share of South Jersey Common Stock such stockholder holds, as determined pursuant to SECTION 1.2 of this Agreement, without any interest thereon. If outstanding South Jersey Certificates are not surrendered prior to the issuance date on which such payments would otherwise escheat to or become the property of fractional shares any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of Richmond County (and, to the extent not in accordance with Section 14 its possession, shall be paid over to it), free and clear of all claims or otherwise in accordance with Section 11.1.3interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Paying Agent nor any party to this Agreement (iiior any affiliate thereof) promptly after receipt shall be liable to any former holder of such certificates or depositary receipts, cause the same to be South Jersey Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Richmond County and the Paying Agent shall be entitled to rely upon South Jersey's stock transfer books to establish the order identity of those persons entitled to receive the registered holder of such Right CertificateMerger Consideration, registered in such name or names as may which books shall be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificateconclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any South Jersey Certificate, Richmond County and the Paying Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (h) If any South Jersey Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Company is obligated person claiming such South Jersey Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such person of a bond in such amount as the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such South Jersey Certificate, the Paying Agent will issue other securities of in exchange for such lost, stolen or destroyed South Jersey Certificate the Company, pay cash and/or distribute other property Merger Consideration deliverable in respect thereof pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateSECTION 1.2.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt When the provisions of a Right Certificate representing exercisable Rightssubsection 2.04(f)(i) above require payment with respect to an affected Underlying Receivable, the Seller shall with respect to such Ineligible Receivable (A) deposit into the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and Collection Account an amount equal to any applicable transfer tax required the portion of the Finance Charge Receivables due but not collected with respect to be such Ineligible Receivable represented by the Transferor Certificate (to the extent not paid by to the Indenture Trustee as the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (iTransferor Certificate) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or ; (B) if direct the Company shall have elected Servicer to deposit deduct the total number of Preferred Shares issuable upon exercise portion represented by the Transferor Certificate of the Rights hereunder with a depository agent, requisition principal balance of each such Ineligible Receivable from the depositary agent depositary receipts representing interests Principal Receivables in such number of one one-hundredths of a Preferred Share as are the Trust used to be purchased calculate the Trust Interest; and (in which case certificates for C) deposit into the Preferred Shares Collection Account an amount equal to the portion represented by the Transferor Certificate of the principal balance of such receipts shall be deposited Ineligible Receivable represented by the transfer agent with Transferor Certificate (to the depositary agent) and extent not paid to the Company hereby directs Indenture Trustee as the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu holder of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Transferor Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate). In the event that the Company is obligated to issue other securities exclusion of an Ineligible Underlying Receivable from the calculation of the Company, pay cash and/or distribute other property pursuant Trust Interest would cause the Trust Interest to Section 11.1.3be reduced below the Minimum Trust Interest or would otherwise not be permitted by law, the Company will Seller shall concurrently make all arrangements necessary so that a deposit in the Principal Account (for allocation as a Principal Receivable) in immediately available funds prior to the Transfer Date related to such other securities, cash and/or other property are available for distribution Monthly Period in which such event occurred in an amount equal to the amount by which the Rights AgentTrust Interest would be reduced below the Minimum Trust Interest. The portion of such deposit allocated to the Notes of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article 5 of the Base Indenture and related Series Supplement, if and when appropriateapplicable, on the Payment Date immediately following such Transfer Date. The obligations of the Seller set forth in this subsection 2.04(f)(ii) shall constitute the sole remedy respecting any breach of the Specified Representations with respect to such affected Underlying Receivable available to Noteholders or the Indenture Trustee on behalf of Noteholders.

Payment Procedures. Upon receipt Promptly following the Effective Time (and in any event within three (3) Business Days), Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares) (the “Certificates” (if any)) (i) a Right Certificate representing exercisable Rightsletter of transmittal in customary form (which will specify that delivery will be effected, with and risk of loss and title to the form of election to purchase and certification duly executedCertificates will pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and (ii) instructions for effecting the surrender of the Certificates in exchange for the total number Per Share Price payable with respect to the shares of one one-hundredths Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts shall be deposited Certificates by (y) the transfer agent with the depositary agent) Per Share Price, and the Company hereby directs Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the depositary agent to comply with all such requestscontrary in this Agreement, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered no record holder of such Right Certificate, registered uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in such name or names as may be designated by order to receive the payment that such holder and (iv) when appropriate, after receipt, promptly deliver such cash is entitled to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property receive pursuant to Section 11.1.32.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Company will make all arrangements necessary so that Payment Agent (or such other securities, cash and/or other property are available for distribution by the Rights Agentevidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and when appropriatethe transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied (subject to the following sentence) by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 99 hereof, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its each such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the any such depositary agent to comply with all such requests, (ii) when appropriatenecessary to comply with this Plan, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 hereof or otherwise in accordance with Section 11.1.3, 11.1.3 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary to comply with this Plan, after receiptreceipt of the cash requisitioned from the Company, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.311.1.3 hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Plan.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share Shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt (a) If a Disposition Agreement is entered into during the Disposition Period, then the Company shall, to the extent permitted by Law and contract, promptly deliver to the Rights Agent (with a copy to the Representative) written notice indicating that a Disposition Agreement has been entered into and a copy of the Disposition Agreement and any ancillary agreements thereto. (b) On or prior to each CVR Payment Date with respect to any Disposition Agreement, the Company shall deliver to the Rights Agent (with a Right Certificate representing exercisable Rightscopy to the Representative) written notice indicating that (A) the Holders are entitled to receive one or more payments with respect to CVR Proceeds, with (B) the form of election to purchase source and certification duly executed, accompanied by trigger event for such payment of CVR Proceeds in the aggregate Purchase Price for the total number Disposition Agreement, (C) a calculation of one one-hundredths of Gross Proceeds, Net Proceeds and any Permitted Deductions used to calculate such CVR Proceeds (each such notice, a Preferred Share to be purchased “CVR Payment Notice”) and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, (D) the Rights Agent shall thereupon promptly use the information in the CVR Payment Notice to calculate the Post-Year-Five Reduction Amount applicable to such CVR Payment Date. (c) Except to the extent any portion of a CVR Payment Amount is required to be treated as imputed interest and except as otherwise required pursuant to applicable law, the parties hereto intend to treat each CVR Payment Amount for all Tax purposes as consideration for the Company Common Stock and Company Stock Options surrendered or canceled pursuant to the Merger Agreement. Parent and the Company shall report imputed interest on the CVRs as required by applicable law. (d) CVRs Issued in Exchange for Company Stock Options. (1) CVR Proceeds shall only be payable in respect of CVRs issued in exchange for Company Stock Options if the CVR Payment Date in respect of such CVR Proceeds occurs the later of (i)) during the Disposition Period and (ii) on or before March 15 of the calendar year following the calendar year in which the applicable Disposition occurs. The amount of CVR Proceeds that are not paid in respect of CVRs issued in exchange for Company Stock Options on a CVR Payment Date by operation of the preceding sentence is referred to as the “Post-Year-Five Reduction Amount”. (A2) requisition from The Post-Year-Five Reduction Amount attributable to a CVR Payment Date shall be reallocated to Holders entitled to receive CVR Proceeds on such CVR Payment Date. (e) On or prior to any transfer agent of CVR Payment Date, the Preferred Shares (or make available, if Company shall deliver to the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and CVR Payment Amounts required by Section 4.2. All payments by the Company hereby irrevocably authorizes its transfer agent to comply with all such requestshereunder shall be made in U.S. dollars. For the avoidance of doubt, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise no further liability in respect of the Rights hereunder relevant CVR Payment Amount upon delivery of such CVR Payment Amount in accordance with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agentthis Section 2.4(e) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount satisfaction of cash to be paid in lieu each of the issuance of fractional shares Company’s obligations set forth in accordance with this Section 14 or otherwise 2.4. (f) The Rights Agent will promptly, and in accordance with Section 11.1.3, (iii) promptly any event within 10 Business Days after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order CVR Payment Notice as well as any letter of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution instruction reasonably required by the Rights Agent, if send each Holder at its registered address a copy of the CVR Payment Notice and, following the applicable CVR Payment Date, promptly pay, subject to any applicable tax withholding, the CVR Payment Amount to each of the Holders entitled to receive such CVR Payment Amount by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the CVR Payment Date. (g) Any portion of the CVR Payment Amount that remains undistributed to a Holder six months after the date of the delivery of the applicable CVR Payment Date will be delivered by the Rights Agent to the Company, upon demand, and when appropriateany Holder will thereafter look only to the Company for payment of the CVR Payment Amount, without interest, but such Holder will have no greater rights against the Company than those accorded to general unsecured creditors of the Company under applicable Law. (h) None of the Company, any of its Affiliates, or the Rights Agent will be liable to any Person in respect of the CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite the Company’s, any of its Affiliates’ and/or the Rights Agent’s commercially reasonable efforts to deliver the CVR Payment Amount to the applicable Holder, the CVR Payment Amount has not been paid prior to one year after the applicable CVR Payment Date (or immediately prior to such earlier date on which the CVR Payment Amount would otherwise escheat to or become the property of any Governmental Body), the CVR Payment Amount will, to the extent permitted by applicable Law, become the property of the Company, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, the Company agrees to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to the Company. (i) The Parties intend, to the extent consistent with applicable Law, (i) to treat each CVR Payment Amount with respect to CVRs issued in respect of Company Stock Options for all U.S. federal and applicable state and local income Tax purposes as compensation payments (and not to treat the issuance of the CVR to Equity Award Holders as a payment itself), (ii) that each CVR Payment Amount with respect to CVRs issued in respect of Company Stock Options be treated as a separate payment for purposes of Section 1.409A-2(b)(2)(i) of the U.S. Treasury Regulations, and (iii) that, to the greatest extent possible, each CVR Payment Amount with respect to CVRs issued in respect of Company Stock Options (A) that is paid on or prior to the fifth anniversary of the Merger Closing Date constitute “transaction-based compensation” within the meaning of Treas. Reg. § 1.409A-3(i)(5)(iv), and (B) otherwise constitute payment within the “short-term deferral” period following the lapse of a “substantial risk of forfeiture” (as such terms are defined for purposes of Section 409A of the Code), or is otherwise paid in compliance with or under an alternative exemption from Section 409A of the Code. (j) Each of the Rights Agent, Parent, the Company, the Surviving Corporation and each of their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the amounts otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. Amounts so deducted or withheld and paid over to the appropriate Tax Authority shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of whom such deduction or withholding was made.

Payment Procedures. Upon receipt (i) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.7, other than the Restricted Shares, for which the payment procedures shall be as described in Section 1.9(b), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, as applicable, and (y) to each holder of a Right Certificate representing exercisable RightsCompany Stock Option, a check in an amount due and payable to such holder pursuant to Section 1.9 of this Agreement in respect of such Company Stock Option. (ii) Upon surrender of the certificates that immediately prior to the Effective Time represented shares of Company Common Stock (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the form instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of election such Certificates or Book-Entry Shares shall be entitled to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of receive in exchange therefor a Preferred Share to be purchased and check in an amount equal to any applicable transfer tax required to the product of (x) the number of shares of Company Common Stock represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid by or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the holder event of such Right Certificate a transfer of ownership of shares of Company Common Stock that is not registered in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from a check for any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu upon due surrender of the issuance Certificate may be paid to such a transferee if the Certificate formerly representing such shares of fractional shares in accordance with Section 14 Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or otherwise in accordance with Section 11.1.3, are not applicable. (iii) promptly after receipt The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of shares of Company Common Stock or Company Stock Options, such amounts as are required to be withheld or deducted under the United States Internal Revenue Code of 1986, as amended (the “Code”) or any provision of United States state or local Tax Law or any foreign Tax Law with respect to the making of such certificates payment. To the extent that amounts are so withheld or depositary receiptsdeducted and paid over to the applicable Governmental Entity, cause such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the same to be delivered to or upon the order holder of the registered holder shares of Company Common Stock or Company Stock Options, in respect of which such Right Certificate, registered in such name or names as may be designated by such holder deduction and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithholding were made.

Payment Procedures. (a) As promptly as practicable (and, in any event, within twenty (20) days) after the consummation of any MS Asset Dispositions and, in any event, not later than the date that is forty-five (45) days following the end of each fiscal quarter of Frequency following the Closing in which CVR Proceeds are actually received by Frequency or any of its Subsidiaries, Frequency shall (i) deliver to the Rights Agent, an Officer’s Certificate certifying the aggregate amount of (A) the CVR Proceeds (if any) actually received by Frequency or its Subsidiaries during such fiscal quarter (or, in the case of the first delivery of such an Officer’s Certificate hereunder, all CVR Proceeds actually received through the end of such fiscal quarter); (B) the Permitted Deductions reflected in such CVR Proceeds; and (C) the CVR Payment payable to Holders, if any, in respect of such CVR Proceeds, and (ii) deliver to the Rights Agent, or as the Rights Agent directs, the CVR Payment (if any) by wire transfer of immediately available funds to an account designated in writing by the Rights Agent. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election wire transfer referred to purchase and certification duly executed, accompanied by payment of in the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Companyforegoing sentence, the Rights Agent shall thereupon promptly (and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount equal to the product determined by multiplying (i) ) the quotient determined by dividing (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or applicable CVR Payment by (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise CVRs registered in the CVR Register at such time, by (ii) the number of CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt Frequency shall have no further liability in respect of the Rights hereunder relevant CVR Payment upon delivery of such CVR Payment in accordance with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agentthis Section 2.4(a) and the Company hereby directs satisfaction of each of Frequency’s obligations set forth in this Section 2.4(a). (b) Except to the depositary agent extent otherwise required pursuant to comply with all such requestsa change in applicable Law after the date hereof, (ii) when appropriate, requisition from the Company the amount of cash parties hereto agree to be paid in lieu of treat the issuance of fractional shares in accordance with the CVRs as not constituting a current distribution and all CVR Payments for all Tax purposes as distributions of money governed by Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order 301 of the registered holder U.S. Internal Revenue Code of such Right Certificate1986, registered in such name or names as may be designated by such holder amended (the “Code”), which will constitute a dividend to the extent payable out of Frequency and its Subsidiaries’ current and accumulated “earnings and profits” (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3316 of the Code) in the taxable year in which the CVR Payment is made. The parties hereto will not take any position to the contrary on any Tax Return or for other Tax purposes except as required by a change in applicable Law after the date hereof. (c) Frequency and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any CVR Payment otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law relating to Taxes. To the extent that amounts are so deducted and withheld and timely paid over to the appropriate Governmental Authority, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder, the Company Rights Agent will, to the extent reasonably practicable, provide notice to the Holder of such potential Tax deduction or withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts; provided that the time period for payment of a CVR Payment by the Rights Agent set forth in Section 2.4(a) will make all arrangements necessary so be extended by a period equal to any delay caused by the Holder providing such forms; provided, further, that in no event shall such other securitiesperiod be extended for more than ten (10) Business Days, cash and/or other property are available unless otherwise requested by the Holder for distribution the purpose of delivering such forms and agreed to by the Rights Agent. (d) Any portion of a CVR Payment that remains undistributed to the Holders six (6) months after the applicable fiscal quarter end (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to Frequency or a person nominated in writing by Frequency (with written notice thereof from Frequency to the Rights Agent), if and when appropriateany Holder will thereafter look only to Frequency for payment of such CVR Payment (which shall be without interest). (e) Neither Frequency nor the Rights Agent will be liable to any Person in respect of any CVR Payment amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable law. In addition to and not in limitation of any other indemnity obligation herein, Frequency agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Frequency or a public official.

Payment Procedures. Upon receipt A. As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, the Exchange Agent shall mail to each holder of record of Galaxy Shares whose Galaxy Shares were converted into the Merger Consideration pursuant to Section 2.1, (A) a Right Certificate representing exercisable Rightsletter of transmittal (which shall specify that delivery shall be effected, with and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof and, if required by the form of election to purchase and certification duly executedExchange Agent, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid posting by the holder of such Right Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares to the Exchange Agent and shall be in such form and have such other provisions as Mars and Galaxy may mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof and, if required by the Exchange Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares in exchange for the Merger Consideration. B. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof and, if required by the Exchange Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with Section 9the instructions thereto, in cash or and such other documents as may customarily be required by certified or cashier's check or money order payable to the order of the CompanyExchange Agent, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a certificate for Holdco Shares and/or a check or wire transfer in the amount to which such name or names as holder may be designated entitled pursuant to this Article II. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof and, if required by such holder and (iv) when appropriatethe Exchange Agent, after receipt, promptly deliver such cash to or upon the order of posting by the registered holder of such Right Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares. In the event of a transfer of ownership of Galaxy Shares or Mars Shares that is not registered in the Company is obligated transfer records of Galaxy or Mars, respectively, the Merger Consideration to issue other securities be issued and/or paid upon due surrender of the Company, pay cash and/or distribute other property pursuant Certificate may be paid to Section 11.1.3, such a transferee if the Company will make all arrangements necessary so that Certificate formerly representing such other securities, cash and/or other property are available for distribution by Galaxy Shares or Mars Shares is presented to the Rights Exchange Agent, if accompanied by all documents required to evidence and when appropriateeffect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

Payment Procedures. Upon receipt (i) As soon as reasonably practicable after the Effective Time and in any event not later than five (5) Business Days following the Closing Date, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent and, in the case of Book-Entry Shares, delivery shall be effected only after complying with reasonable delivery procedures established by the Paying Agent and reasonably acceptable to the Company, and shall be in such form and have such other provisions as Parent and the Paying Agent may agree and which are reasonably satisfactory to the Company), and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration and (y) to the extent Parent elects to have the Paying Agent pay amounts payable in respect of Company Stock Options or Restricted Shares, pay to each holder of a Right Certificate representing exercisable RightsCompany Stock Option or Restricted Share, a check in an amount due and payable to such holder pursuant to Section 3.3 hereof in respect of such Company Stock Option or Restricted Share. (ii) Upon surrender of Certificates to the Paying Agent or compliance with the form reasonable procedures established by the Paying Agent for delivery of election Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of receive in exchange therefor a Preferred Share to be purchased and check in an amount equal to any applicable transfer tax required to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid by the holder or accrued on any amount payable upon due surrender of such Right Certificate Certificates (or effective affidavits of loss in accordance lieu thereof) or Book-Entry Shares. Parent and Merger Sub shall pay all stock transfer Taxes with Section 9, in cash or by certified or cashier's check or money order payable respect to the order sale and transfer of any Shares; provided, however, that in the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from a check for any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu upon due surrender of the issuance of fractional shares in accordance with Section 14 Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, properly endorsed or otherwise in accordance with Section 11.1.3proper form for transfer (or in the case of Book-Entry Shares, accompanied by all documents (if any) required to evidence and effect such transfer) and in each case accompanied by evidence to the satisfaction of the Paying Agent that any applicable stock transfer Taxes have been paid or are not applicable. (iii) promptly after receipt The Paying Agent, Parent, Merger Sub or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Restricted Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such certificates payment. To the extent that amounts are so withheld or depositary receiptsdeducted and paid over to the applicable Governmental Entity, cause such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the same to be delivered to or upon the order holder of the registered Shares or holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities Stock Options or Restricted Shares, in respect of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that which such other securities, cash and/or other property are available for distribution by the Rights Agent, if deduction and when appropriatewithholding were made.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 13 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon (a) On or prior to each Royalty Right Payment Date, the Seller shall (i) pay, by wire transfer in immediately available funds in U.S. dollars to the Purchaser Account, the Royalty Right Payment Amount with respect to the corresponding Royalty Right Period and (ii) deliver to the Purchaser a report (a “Report”) setting forth (A) such Royalty Right Payment Amount and (B) MosaiQ™ Net Sales for such Royalty Right Period, calculated in reasonable detail. Each Report and the contents thereof shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to deliver any Report pursuant to this Section 2.2 unless the Confidentiality Agreement is effective and has a remaining term of not less than six (6) months at the time such Report is to be delivered, (b) All payments made by or on behalf of the Seller (including any Successor Company) in respect of this Royalty Right Agreement or the Royalty Right will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction, will at any time be required by law to be made from any payments made by or on behalf of the Seller or paying agent with respect to this Royalty Right Agreement or the Royalty Right the Seller will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by the Purchaser in respect of such payments, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by the Purchaser in respect of such payments on this Royalty Right Agreement or the Royalty Right, as applicable, in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the Purchaser and a Relevant Taxing Jurisdiction (it being understood that a Relevant Taxing Jurisdiction is to be determined as though a payment with respect to this Royalty Right Agreement or the Royalty Right were made on the date of this Royalty Right Agreement) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of this Royalty Right Agreement or the Royalty Right or the receipt of a any payment or the exercise or enforcement of rights under this Royalty Right Certificate representing exercisable Rights, with Agreement or the form of election to purchase and certification duly executed, accompanied Royalty Right; (2) any Tax that is imposed or withheld by payment reason of the aggregate Purchase Price for failure by the total number Purchaser or the beneficial owner of one one-hundredths this Royalty Right Agreement or the Royalty Right to comply with a reasonable written request of the Seller addressed to the Purchaser, after reasonable notice (at least 30 days before any such withholding or deduction would be payable), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Purchaser or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters that is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction of, all or part of such Tax but only to the extent the Purchaser or such beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes that are payable otherwise than by deduction or withholding from a payment under or with respect to this Royalty Right Agreement or the Royalty Right; (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (5) any tax imposed by reason of the Purchaser’s or beneficial owner’s past or present status (or the past or present status of a Preferred Share fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Purchaser or beneficial owner, if the Purchaser or beneficial owner is an estate, a trust, a partnership or a corporation) as a personal holding company, private foundation or other tax exempt organization, passive foreign investment company, controlled foreign corporation with respect to the United States, bank, or as a corporation that accumulates earnings to avoid U.S. federal income tax; or (6) any combination of items (1) through (5) above. Notwithstanding anything to the contrary herein, the Seller shall be purchased permitted to withhold or deduct any amounts required by FATCA and an amount equal the Seller shall not be required to pay any additional amounts with respect to any applicable transfer tax FATCA withholding or deduction imposed on or with respect to this Royalty Right Agreement or the Royalty Right. The Seller will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to be paid by the holder of such Right Certificate Relevant Taxing Jurisdiction in accordance with Section 9applicable Law. The Seller will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld to each Relevant Taxing Jurisdiction imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable to the Purchaser. Wherever in this Royalty Right Agreement there is mentioned, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)any context: (A1) requisition from any transfer agent of the Preferred Shares Royalty Right Payment Amount; or (or make available2) interest, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsany, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.32.5 of this Royalty Right Agreement such reference shall be deemed to include payment of Additional Amounts to the extent that, the Company in such context, Additional Amounts are, were or would be payable in respect thereof. The foregoing obligations will make all arrangements necessary so that such other securitiessurvive any termination, cash and/or other property are available for distribution defeasance or discharge of this Royalty Right Agreement or Royalty Right and any transfer by the Rights AgentPurchaser or beneficial owner of this Royalty Right Agreement or the Royalty Right, if and when appropriatewill apply mutatis mutandis to any jurisdiction in which any Successor Company is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to this Royalty Right Agreement or Royalty Right is made by or on behalf of the Seller, or any political subdivision or governmental authority thereof or therein having the power to tax.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment Payment of the aggregate Purchase Price principal and interest payable on the Maturity Date will be made by check, by wire transfer or by Automated Clearing House (ACH) transfer in immediately available funds to a bank account in the United States designated by the Noteholder if such Noteholder shall have previously provided wire instructions to the Company, upon presentation and surrender of this Subordinated Note at the Payment Office (as defined in Section 22) or at such other place or places as the Company shall designate by notice to the Noteholders as the Payment Office, provided that this Subordinated Note is presented to the Company in time for the total number of one one-hundredths of a Preferred Share Company to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of make such Right Certificate payments in such funds in accordance with Section 9its normal procedures. Payments of interest (other than interest payable on the Maturity Date) shall be made by wire transfer in immediately available funds or check mailed to the Noteholder, in cash or by certified or cashier's check or money order as such person’s address appears on the Security Register. Interest payable on any Interest Payment Date shall be payable to the order Noteholder in whose name this Subordinated Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a Business Day, except that interest not paid on the Interest Payment Date, if any, will be paid to the holder in whose name this Subordinated Note is registered at the close of business on a special record date fixed by the Company (a “Special Record Date”), notice of which shall be given to the Noteholder not less than ten (10) calendar days prior to such Special Record Date. To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be applied first against costs and expenses of the CompanyNoteholder, if any, for which the Rights Agent shall thereupon promptly (i) (A) requisition from Company is liable under this Subordinated Note; then against interest due hereunder; and then against principal due hereunder. The Noteholder acknowledges and agrees that the payment of all or any transfer agent portion of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number outstanding principal amount of Preferred Shares to be purchased this Subordinated Note and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts interest hereon shall be deposited by pari passu in right of payment and in all other respects to the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificateother Subordinated Notes. In the event that the Company is obligated to issue other securities Noteholder receives payments in excess of its pro rata share of the Company’s payments to the Noteholders of all of the Subordinated Notes, then the Noteholder shall hold in trust all such excess payments for the benefit of the other Noteholders and shall pay cash and/or distribute other property pursuant such amounts held in trust to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution Noteholders upon demand by the Rights Agent, if and when appropriatesuch Noteholders.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i), (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a Right Certificate representing exercisable Rightsletter of transmittal (which, with in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of election to purchase and certification duly executed, accompanied by the Certificates or Book-Entry Shares in exchange for payment of the aggregate Purchase Price applicable Merger Consideration. Upon surrender of Certificates for cancellation to the total number Exchange Agent or receipt of one onean “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-hundredths Entry Shares, together with such letter of a Preferred Share to transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be purchased and an amount equal to any applicable transfer tax required to be paid by the Exchange Agent), the holder of such Right Certificate Certificates or Book-Entry Shares shall be entitled to receive in accordance with Section 9exchange therefor, in cash or by certified or cashier's check or money order payable subject to the order of the Companyany required withholding Taxes, the Rights Agent applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall thereupon promptly (i) forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) requisition from any the Person requesting such exchange present proper evidence of transfer agent of the Preferred Shares (or make available, if the Rights Agent is the shall otherwise be in proper form for transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Person requesting such payment shall have elected to deposit the total number of Preferred Shares issuable upon exercise paid any transfer and other Taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt payment of such certificates or depositary receipts, cause the same Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right CertificateCertificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, registered each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in such name or names as may be designated by lieu of any fractional shares of Parent Common Stock to which such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property entitled pursuant to Section 11.1.32.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if in each case without interest and when appropriatesubject to any applicable withholding Taxes.

Payment Procedures. Upon (a) As promptly as practicable but in no event later than 30 days after each receipt by River or the River Subsidiaries or any of their Affiliates of any Litigation Proceeds (other than Litigation Proceeds received as a result of a Right Settlement Decision) or after a determination that no Litigation Proceeds shall be received, the Parent shall deliver to the Rights Agents a certificate (the "Litigation Proceeds Certificate") setting forth in reasonable detail (i) the amount of any Cash Proceeds received by River or the River Subsidiaries or their Affiliates, if any, (ii) a detailed description of Non-Cash Proceeds received by the River or the River Subsidiaries or their Affiliates, if any, (iii) the fair market value of any Non-Cash Proceeds and the methodology used, and calculations made, to determine such fair market value (it being understood that fair market value shall be determined on an arm's-length basis and without regard to any liens or other encumbrances on the Non-Cash Proceeds granted or created by Parent, River, the River Subsidiaries, or their Affiliates and that Compliance Commitments shall have a fair market value of zero), (iv) an itemized list in reasonable detail of the Claims Expenses incurred to date and any Claim Expenses reasonably expected to be incurred before the Last CVR Payment Date, (v), the calculation of the Preliminary CVR Payment Amount and CVR Payment Amount, if any, through the date of such Litigation Proceeds Certificate, (vi) any assumptions underlying the determination of any item used in making the necessary calculations for such calculations, and (vii) any financial or other documentation reasonably necessary to sufficiently support such calculations. (b) Within 30 days of delivery of the Litigation Proceeds Certificate, each Rights Agent (other than the Independent Rights Agent) shall give written notice to Parent and each other Rights Agent specifying whether he or she agrees with or objects (a "Notice of Agreement" and a "Notice of Objection", respectively) to the Litigation Proceeds Certificate, and the CVR Payment Amount. (c) If all of the Rights Agents (other than the Independent Rights Agent) delivers a Notice of Agreement and any CVR Payment Amount is payable, the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). (d) If any of the Rights Agents (other than the Independent Rights Agent) delivers a Notice of Objection within such 30-day period, the Parent shall continue to hold the amount of cash equal to the CVR Payment Amount in a separate bank account invested in Cash Equivalents until a Resolution is obtained pursuant to the procedures set forth in Section 2.4(e). Any interest generated by such investments or accretions in value resulting from such investments shall be for the benefit of the Holders and shall be used to pay expenses incurred on their behalf, if any, or paid out together with the CVR Payment Amount. (e) Any Rights Agent (other than the Independent Rights Agent) that delivers a Notice of Objection shall as promptly as practicable following delivery of such Notice of Objection deliver to the Parent a certificate (a "Rights Agent Objection Certificate") setting forth in reasonable detail each of the objections to the calculations, valuations, methodologies, lists, computations, assumptions and other information, including, without limitation, the fair market value of any Non-Cash Proceeds (collectively, the "Determinations") that such Rights Agent has to the applicable Litigation Proceeds Certificate. If none of the other Rights Agents (other than the Independent Rights Agent) agrees with such Rights Agent's objections to such Litigation Proceeds Certificate, then the CVR Payment Amount shall be as set forth in such Litigation Proceeds Certificate representing exercisable Rightsand the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). If within ten days of the delivery of the Rights Agents Objection Certificate, any other Rights Agent agrees, in whole or in part, with the form of election to purchase and certification duly executedRights Agent Objection Certificate, accompanied by payment the Rights Agents shall submit the portions of the aggregate Purchase Price for Determinations set forth in the total number Litigation Proceeds Certificate that are in dispute to a mutually agreed upon independent public accounting firm of one one-hundredths national standing that shall have expertise in the valuation of assets and properties (the "Firm"). If a Preferred Share majority of the Rights Agents cannot agree upon the Firm, then the Firm shall be ________________. The Firm shall be instructed to determine whether the Determinations set forth in the Litigation Proceeds Certificate that are in dispute are correct in all material respects. If the Firm determines that such Determinations are correct, the CVR Payment Amount shall be as set forth in the Litigation Proceeds Certificate, and each Rights Agent shall be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate and the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). If the Firm determines that any of the Determinations set forth in the Litigation Proceeds Certificate are incorrect in any respect (whether or not material), the Firm's resulting calculation of the CVR Payment Amount shall be binding on all parties hereto (the "Resolution") and the Parent, upon notice of such Resolution, shall set a CVR Payment Date in accordance with Section 2.5(a). If the Resolution results in the CVR Payment Amount determined by the Parent to be purchased and less than the CVR Payment Amount determined by the Firm, the CVR Payment Amount payable to Holders shall be increased by the interest on such differential calculated from the date 45 days after delivery of the Litigation Proceeds Certificate at an amount interest rate equal to any applicable transfer tax required the average rate actually earned on the CVR Payment Amount determined by the Parent and invested in Cash Equivalents pursuant to Section 2.4(d). All costs and expenses billed by the Firm in connection with the performance of its duties described herein ("Firm Expenses") shall be paid by the holder of such Right Certificate in accordance with Section 9Parent; PROVIDED, in cash or by certified or cashier's check or money order payable HOWEVER, that if no Parent Rights Agents object to the order Litigation Proceeds Certificate and Parent's determination of the CompanyCVR Payment Amount is: (i) greater than or equal to 95% of the CVR Payment Amount determined by the Firm, then 100% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent; (ii) greater than or equal to 85% of the CVR Payment Amount determined by the Firm, but less than 95% of the CVR Payment Amount determined by the Firm, then 50% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent; or (iii) less than 85% of the CVR Payment Amount determined by the Firm, then the Parent shall not be reimbursed for any portion of the Firm Expenses. (f) If any Rights Agent does not deliver a Notice of Agreement or a Notice of Objection to the Litigation Proceeds Certificate within the 30-day period described above, such Rights Agent shall thereupon promptly (i)be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate. (Ag) requisition from Any Litigation Proceeds received after the Acceptance Date but prior to the Effective Time shall, for all purposes under the Agreement, be deemed to have been received on the Closing Date. If the Merger Agreement is terminated after the Acceptance Date but prior to the Effective Time, any transfer agent Litigation Proceeds received after the Acceptance Date but prior to such termination shall, for all purposes under the Agreement, be deemed to have been received on the date of such termination. (h) Notwithstanding the Preferred Shares foregoing, the provisions of this Section 2.4 (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agentother than Section 2.4(g) and the Company hereby directs the depositary agent definition of Litigation Proceeds Certificate) shall not apply to comply with all such requests, (ii) when appropriate, requisition from the Company the amount any Litigation Proceeds Certificate received as a result of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatea Settlement Decision.

Payment Procedures. (a) As promptly as practicable (and, in any event, within twenty (20) days) after the consummation of any Legacy Asset Dispositions and, in any event, not later than the date that is forty-five (45) days following the end of each fiscal quarter of Homology following the Closing in which CVR Proceeds are actually received by Homology or any of its Subsidiaries, Homology shall (i) deliver to the Rights Agent, an Officer’s Certificate certifying the aggregate amount of (A) the CVR Proceeds (if any) actually received by Homology or its Subsidiaries during such fiscal quarter (or, in the case of the first delivery of such an Officer’s Certificate hereunder, all CVR Proceeds actually received through the end of such fiscal quarter); (B) the Permitted Deductions reflected in such CVR Proceeds; and (C) the CVR Payment payable to Holders, if any, in respect of such CVR Proceeds, and (ii) deliver to the Rights Agent, or as the Rights Agent directs, the CVR Payment (if any) by wire transfer of immediately available funds to an account designated in writing by the Rights Agent. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election wire transfer referred to purchase and certification duly executed, accompanied by payment of in the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Companyforegoing sentence, the Rights Agent shall thereupon promptly (and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount equal to the product determined by multiplying (i) ) the quotient determined by dividing (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or applicable CVR Payment by (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise CVRs registered in the CVR Register at such time, by (ii) the number of CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt Homology shall have no further liability in respect of the Rights hereunder relevant CVR Payment upon delivery of such CVR Payment in accordance with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agentthis Section 2.4(a) and the Company hereby directs satisfaction of each of Homology’s obligations set forth in this Section 2.4(a). (b) Except to the depositary agent extent otherwise required pursuant to comply with all such requestsa change in applicable Law after the date hereof, (ii) when appropriate, requisition from the Company the amount of cash parties hereto agree to be paid in lieu of treat the issuance of fractional shares in accordance with the CVRs as not constituting a current distribution and all CVR Payments for U.S. federal (and applicable state and local) income Tax purposes as distributions of money governed by Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order 301 of the registered holder U.S. Internal Revenue Code of such Right Certificate1986, registered in such name or names as may be designated by such holder amended (the “Code”), which will constitute a dividend to the extent payable out of Homology and its Subsidiaries’ current and accumulated “earnings and profits” (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3316 of the Code) in the taxable year in which any such CVR Payment is made. The parties hereto will not take any position to the contrary on any Tax Return or for other Tax purposes except as required by a change in applicable Law after the date hereof. (c) Homology and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any CVR Payment otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law relating to Taxes. To the extent that amounts are so deducted and withheld and paid over to the appropriate Governmental Authority, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such deductions or withholdings or causing any such deductions or withholdings to be made with respect to any Holder, the Company Rights Agent will, to the extent reasonably practicable, provide notice to the Holder of such potential Tax deduction or withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts; provided that the time period for payment of a CVR Payment by the Rights Agent set forth in Section 2.4(a) will make all arrangements necessary so be extended by a period equal to any delay caused by the Holder providing such forms; provided, further, that in no event shall such other securitiesperiod be extended for more than ten (10) Business Days, cash and/or other property are available unless otherwise requested by the Holder for distribution the purpose of delivering such forms and agreed to by the Rights Agent. (d) Any portion of a CVR Payment that remains undistributed to the Holders six (6) months after the applicable fiscal quarter end (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to Homology or a person nominated in writing by Homology (with written notice thereof from Homology to the Rights Agent), if and when appropriateany Holder will thereafter look only to Homology for payment of such CVR Payment (which shall be without interest). (e) Neither Homology nor the Rights Agent will be liable to any Person in respect of any CVR Payment amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable law. In addition to and not in limitation of any other indemnity obligation herein, Homology agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Homology or a public official.

Payment Procedures. Upon receipt (i) As promptly as practicable after the Effective Time (but in no event more than three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of a Right Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) (other than a Share Certificate or Book-Entry Shares representing exercisable Rights(A) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) and (B) Appraisal Shares, which shall be treated in accordance with Section 2.06) (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Share Certificate or such Book-Entry Shares, as applicable, shall pass, only upon delivery of such Share Certificate (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Paying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Date) and (y) instructions for use in effecting the surrender of election such Share Certificate or such Book-Entry Shares to purchase and certification duly executedthe Paying Agent, accompanied by as applicable, in exchange for payment of the aggregate Purchase Price for the total number of one one-hundredths Merger Consideration as provided in Section 2.01(c). (ii) Upon delivery of a Preferred letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), and either (A) surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) and/or (B) transfer of Book-Entry Shares not held through DTC by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to be purchased and an amount equal to any applicable transfer tax required to be paid by such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Right Share Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Share Certificates or Book-Entry Shares (after giving effect to any required Tax withholding as provided in Section 2.02(g)), and the Share Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.02, each Share Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II. (iii) The Persons who were, at the Effective Time, holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 92.01(b) or (ii) Appraisal Shares, which shall be treated in cash accordance with Section 2.06) held, directly or by certified indirectly, through DTC shall not be required to deliver a Share Certificate or cashier's check or money order payable an executed letter of transmittal to the order Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Section 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares Merger pursuant to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with this Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and 2.02. (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, Parent may cause the Paying Agent to pay the Merger Consideration to such Person only if such Share Certificate (if applicable) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable stock transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Share Certificate is registered holder have been paid or are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Right Certificate. In Book-Entry Shares are registered in the event that the Company is obligated to issue other securities stock transfer records of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one oneten-hundredths thousandths of a Preferred Share share of Incentive Stock to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Incentive Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares shares of Incentive Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares shares of Incentive Stock issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one oneten-hundredths thousandths of a Preferred Share share of Incentive Stock as are to be purchased (in which case certificates for the Preferred Shares Incentive Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share Common Shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Common Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt (i) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall cause the Exchange Agent to deliver to each record holder, as of immediately prior to the Effective Time, of (A) shares represented by a Right Certificate representing exercisable Rightscertificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (B) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), with in each case, which shares were converted into the right to receive the Merger Consideration at the Effective Time, a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of election to purchase and certification duly executedthe Certificates or, accompanied by in the case of Book-Entry Shares, the surrender of such shares, for payment of the aggregate Purchase Price for Merger Consideration set forth in Section 3.1(b)(i). (ii) Upon surrender to the total number of one one-hundredths Exchange Agent of a Preferred Share to Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be purchased and an amount equal to any applicable transfer tax reasonably required to be paid by the Exchange Agent, the holder of such Right Certificate or Book-Entry Shares shall be entitled to receive in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) exchange therefor (A) requisition from any transfer agent one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the Preferred Shares (or make availableaggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the Rights Agent is the transfer agentright to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock then held by such holder) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests check in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of equal to the cash to be paid payable in lieu of the issuance of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in accordance with Section 14 respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in accordance with Section 11.1.3, (iii) promptly after receipt proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of such certificates or depositary receipts, cause the same payment of the Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right Certificateshares surrendered or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), registered each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of such name or names as may be designated by shares of Company Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property entitled pursuant to Section 11.1.3, the Company will make all arrangements necessary so that 3.3(h) and any dividends or other distributions to which such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateholder is entitled pursuant to Section 3.3(g).

Payment Procedures. Upon receipt (i) As soon as reasonably practicable (and in any event within three (3) Business Days) after the Effective Time, to the extent not previously delivered, the Surviving Company or the Surviving Partnership, as applicable, shall cause the Paying Agent to mail to each holder of record of Shares or Company OP Units whose Shares or Company OP Units, as applicable, were converted into the Merger Consideration pursuant to Section 2.01 or Section 2.02, (A) a Right Certificate representing exercisable Rightsletter of transmittal (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the date of this Agreement, with and (B) any agreement or additional documents necessary to admit the form holders of election Company OP Units as of immediately prior to purchase the Partnership Merger Effective Time as new limited partners of the Surviving Partnership, to afford such holders the same exchange rights afforded to other holders of Parent OP Common Units pursuant to the limited partnership agreement of Parent OP, as amended and certification duly executedrestated, accompanied by payment and to record such holders as the owners of the aggregate Purchase Price for the total number of one oneParent OP Common Units as each is entitled to receive in respect of their aggregate Unit Ownership Consideration pursuant to Section 2.02(a)(i)(2). The Letter of Transmittal shall be accompanied by instructions for use in effecting the surrender of certificates that immediately prior to the Effective Time represented Shares or certificates that immediately prior to the Partnership Merger Effective Time represented the Company OP Units (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-hundredths certificated Shares or Company OP Units represented by book-entry of the Company or the Company OP, as applicable (“Book-Entry Shares”) pursuant to this Article II, representing the shares of Company Common Stock or Company OP Units to which such Letter of Transmittal relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or the Company OP, as applicable, or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Letter of Transmittal, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Paying Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Letter of Transmittal. The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof as provided in this Section 2.03(c)(i)) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may agree. (ii) As soon as reasonably practicable after the date of delivery (or, if later, after the Effective Time) to the Paying Agent of a Preferred Share to be purchased Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares (or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with a properly completed and an amount equal to duly executed Letter of Transmittal and any applicable transfer tax other documentation required to be paid by hereby, the holder of record of such Right Certificate (or effective affidavit of loss in accordance with lieu thereof as provided in Section 9, 2.03(c)(i)) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in cash or by certified or cashier's check or money order payable to exchange therefor the order applicable Merger Consideration in respect of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent shares of the Preferred Shares (Company Common Stock or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, Restricted Stock or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares OP Units formerly represented by such receipts holder’s properly surrendered Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares. Any Share Cash Consideration or Unit Cash Consideration payments shall be deposited by made via check or wire or other electronic transfer of immediately available funds, at each such holder’s election as specified in the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount Letter of cash to Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu of the issuance of fractional shares in accordance with Section 14 thereof) or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right CertificateBook-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or Company OP Units that is obligated to issue other securities not registered in the transfer records of the CompanyCompany OP, pay cash and/or distribute other property pursuant payment upon due surrender of the Certificate may be paid to Section 11.1.3such a transferee if the Certificate formerly representing such Shares or Company OP Units, as applicable, is presented to the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Paying Agent, if accompanied by all documents required to evidence and when appropriateeffect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share or Company OP Unit in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share or Company OP Unit, as applicable.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary depository agent depositary depository receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company hereby directs the depositary depository agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment (a) Payments of the aggregate Purchase Price principal and interest payable on the Maturity Date will be made by (i) check mailed to the registered Noteholder, as such person’s address appears on the Security Register (as defined herein), or (ii) wire transfer or Automated Clearing House (ACH) transfer in immediately available funds to a bank account in the United States designated by the Noteholder if such Noteholder shall have previously provided wire or ACH instructions to the Company, upon presentation and surrender of this Senior Note at the Payment Office (as defined herein) or at such other place or places as the Company shall designate by notice to the Noteholders as the Payment Office or the offices of the Registrar, provided that this Senior Note is presented to the Company in time for the total number of one one-hundredths of a Preferred Share Company to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of make such Right Certificate payments in such funds in accordance with Section 9its normal procedures. Payments of interest (other than interest payable on the Maturity Date) shall be made by (x) check mailed to the registered Noteholder, as such person’s address appears on the Security Register (as defined herein) or (y) wire transfer or ACH transfer in cash immediately available funds to an account at an institution in the United States designated by such Noteholder, if such Noteholder shall have previously provided wire or by certified or cashier's check or money order ACH instructions to the Company. 3 To be deleted for any Senior Notes issued to “accredited investors”, if any. (b) Interest payable on any Interest Payment Date shall be payable to the order Noteholder in whose name this Senior Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a Business Day, except that interest not paid on the Interest Payment Date, if any, will be paid to the Noteholder in whose name this Senior Note is registered at the close of business on a special record date fixed by the Company (a “Special Record Date”), notice of which shall be given to the Noteholder not less than ten (10) calendar days prior to such Special Record Date. (c) To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Senior Note, on any amount of principal or interest on this Senior Note not paid when due. All payments on this Senior Note shall be applied first against interest due hereunder; and then against principal due hereunder. The Noteholder acknowledges and agrees that the payment of all or any portion of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent outstanding principal amount of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased this Senior Note and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts interest hereon shall be deposited by pari passu in right of payment and in all other respects to the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificateother Senior Notes. In the event that the Company is obligated to issue other securities Noteholder receives payments in excess of its pro rata share of the Company’s payments to the Noteholders of all of the Senior Notes, then the Noteholder shall hold in trust all such excess payments for the benefit of the holders of the other Senior Notes and shall pay cash and/or distribute other property pursuant such amounts held in trust to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution Noteholders upon demand by the Rights Agent, if and when appropriatesuch Noteholders.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)purchased (A1) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B2) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (iib) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iiic) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (ivd) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)promptly (A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for ), or from the Company, the number of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to to, or agrees that it will, comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates Series A Preferred Shares or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt (i) Each record holder of a Right Stock Certificate representing exercisable Rightsor Common Stock Equivalent has been provided by the Company, or shall be provided by the Surviving Corporation, with the a form of election letter of transmittal (which shall include a customary release of claims, reasonably acceptable to purchase Parent) (the “Transmittal Letter”) and certification duly executedinstructions for the use thereof to surrender its Stock Certificate(s) and/or Common Stock Equivalent Document(s), accompanied by as applicable, to the Shareholder Representative (in its capacity as paying agent for the Surviving Corporation) or, following the Turnover Date, the Surviving Corporation, for payment pursuant to this Section 2.5. The Transmittal Letter specifies that delivery shall be effected, and risk of loss and title to the related Common Stock and/or Common Stock Equivalent(s) shall pass, only upon proper delivery of such Stock Certificate(s) and/or Common Stock Equivalent Document(s) (or as appropriate, in the reasonable judgment of the aggregate Purchase Price Shareholder Representative or, following the Turnover Date, the Surviving Corporation, affidavit of loss in respect thereof) to the Shareholder Representative or, following the Turnover Date, the Surviving Corporation, in accordance with the terms of delivery specified in the Transmittal Letter and the instructions for the total number use thereof in surrendering such Stock Certificate(s) and/or Common Stock Document(s). (ii) If a Company Holder delivered his, her or its Stock Certificate(s) and/or Common Stock Equivalent Document(s), as applicable, a properly completed Transmittal Letter and payment instructions (including wire transfer instructions if applicable) to the Shareholder Representative at least three Business Days prior to the Closing Date, the Closing Date Share Amount in respect of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to the Common Stock and/or Common Stock Equivalents represented by such Stock Certificate(s) and/or Common Stock Equivalent Document(s) so delivered will be paid by to such Company Holder promptly but in no event later than five Business Days following the Effective Time. From and after the Effective Time until surrendered in accordance with this Section 2.5(d), each Stock Certificate and Common Stock Equivalent Document shall be deemed for all purposes to evidence only the right to receive, in accordance with the terms of this Agreement, the Applicable Share Amount into which such share of Common Stock or Common Stock Equivalent previously represented thereby shall have been converted in the Merger in accordance with this Article II (which Applicable Share Amount comprises the Closing Date Share Amount and any Post-Closing Share Amount, in each case, payable in accordance with and subject to, and at the times provided for in this Article II). No interest will accrue or be paid on any amount payable to the holder of any share of Common Stock and/or Common Stock Equivalent pursuant to this Agreement. (iii) If a Company Holder did not deliver his, her or its Stock Certificate(s) and/or Common Stock Equivalent Document(s), as applicable, a properly completed Transmittal Letter and payment instructions (including wire transfer instructions if applicable) to the Shareholder Representative at least three Business Days prior to the Closing Date, the Closing Date Share Amount in respect of such Right Certificate Stock Certificate(s) and/or Common Stock Equivalent(s) and any Post-Closing Share Amount in respect thereof will be retained by the Shareholder Representative after the Effective Time until the earlier of (i) the first Business Day after the day on which such Company Holder delivers his, her or its Stock Certificate(s) and/or Common Stock Equivalent Document(s), as applicable, a properly completed Transmittal Letter and payment instructions (including wire transfer instructions if applicable) to the Shareholder Representative, after which (x) the Closing Date Share Amounts attributable to such shares of Common Stock and/or Common Stock Equivalents and (y) any Post-Closing Share Amounts attributable to such shares of Common Stock and/or Common Stock Equivalents (in the case of this clause (y), to the extent a corresponding payment of Post-Closing Merger Consideration was previously made to other Company Holders) will be distributed to such Company Holder without interest, and (ii) the later of the Escrow Termination Date and the first anniversary of the Closing Date (such later date, the “Turnover Date”). On or before the fifth Business Day after the Turnover Date, the Shareholder Representative shall pay all amounts then held by the Shareholder Representative on behalf of all Company Holders, including any remaining portion of the Sellers’ Expense Fund, to the Surviving Corporation. Thereafter the Surviving Corporation will pay the Closing Date Share Amounts and any Post-Closing Share Amounts attributable to such shares of Common Stock or Common Stock Equivalents, without interest, as determined by the Surviving Corporation in accordance with Section 9this Agreement, to each such Company Holder once such Company Holder has delivered his, her or its Stock Certificate(s) and/or Common Stock Equivalent Document(s), as applicable, a properly completed Transmittal Letter and payment instructions (including wire transfer instructions if applicable) to the Surviving Corporation. If a Company Holder delivers his, her or its Stock Certificate(s) and/or Common Stock Equivalent Document(s), as applicable, a properly completed Transmittal Letter and payment instructions (including wire transfer instructions if applicable) to the Shareholder Representative less than three Business Days prior to the Closing Date, the Closing Date Share Amounts attributable to such Company Holder’s shares of Common Stock and/or Common Stock Equivalents will be distributed to such Company Holder as soon as practicable after the Closing Date, and any Post-Closing Share Amounts attributable to such Company Holder’s shares of Common Stock and/or Common Stock Equivalents will be paid thereafter to the extent, in cash or by certified or cashier's check or money order the manner and at such times as they are payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with this Article II. (iv) If any Additional Funds are received by the Shareholder Representative from Parent pursuant to Section 14 2.2(b)(ii) or otherwise Section 2.3(e) or from the Escrow Agent pursuant to Section 2.5(b), following the making of any payments to Company Holders who have delivered his, her or its Stock Certificate(s) and/or Common Stock Equivalent Document(s) as applicable, a properly completed Transmittal Letter and payment instructions (including wire transfer instructions if applicable) to the Shareholder Representative, pursuant to Section 2.5(d)(ii) or(iii), after deducting any additions to the Seller Expense Fund, the Shareholder Representative shall pay to each such Company Holder, the additional portion of the Post-Closing Share Amount attributable to such Company Holder’s shares of Common Stock or Common Stock Equivalents as determined by the Shareholder Representative in accordance with this Agreement. (v) To the extent the Shareholder Representative determines that amounts placed in the Sellers’ Expense Fund will not be used to pay fees, expenses and other costs incurred in connection with the transactions contemplated by this Agreement, such aggregate unused amount (reduced by the amount provided for in Section 11.1.32.2(b)(iii) with respect to any Dissenting Shares, which amount shall instead be paid to Parent by wire transfer of immediately available funds to the account specified by Parent) will be distributed by the Shareholder Representative to each Company Holder who has delivered his, her or its Stock Certificate(s) and/or Common Stock Equivalent(s), as applicable, a properly completed Transmittal Letter and payment instructions (iiiincluding wire transfer instructions if applicable) promptly after receipt to the Shareholder Representative, such Company Holder’s allocable share of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names amounts as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution determined by the Rights Agent, if and when appropriateShareholder Representative in accordance with this Agreement.

Payment Procedures. Upon receipt (a) Appropriate transmittal materials (“Letter of Transmittal”) in a Right form satisfactory to Parent and the Company shall be mailed as soon as practicable after the Effective Time, but in no event later than five (5) Business Days thereafter, to each holder of record of Company Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if, in the case of holders of certificated shares of Company Common Stock, the completed Letter of Transmittal is accompanied by one or more stock certificates representing, prior to the Effective Time, Company Common Stock relating to the ownership of shares of Company Common Stock (referred to collectively as “Certificate(s)”) (or customary affidavits and, if required by Purchaser pursuant to Section 2.6(h), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock to be converted thereby. The Letter of Transmittal and instructions shall include applicable provisions with respect to delivery of an “agent’s message” or other appropriate instructions with respect to shares of Company Common Stock that are book-entry shares. (b) At and after the Effective Time, each Certificate representing exercisable Rightsand book-entry share shall represent only the right to receive the Merger Consideration (it being understood that any reference herein to “Certificate” shall be deemed to also include reference to book-entry ownership of shares of Company Common Stock) and any dividends or distributions with respect thereto or any dividends or distributions with a record date prior to the Effective Time that were declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement on or prior to the Effective Time and which remain unpaid at the Effective Time. (c) Prior to the Closing, Parent shall deposit, or cause to be deposited, with a bank, trust company, transfer agent and registrar or other similar entity selected by Parent and consented to by the form of election to purchase and certification duly executedCompany, accompanied by payment whose consent shall not unreasonably be withheld, which shall act as paying agent (the “Paying Agent”) for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 2.6, an amount of cash sufficient to pay the aggregate Purchase Price Merger Consideration. (d) The Letter of Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, (ii) be in a form and contain any other provisions as Parent may reasonably determine and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for the total number Merger Consideration. Upon the proper surrender of one one-hundredths the Certificates to the Paying Agent, together with a properly completed and duly executed Letter of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by Transmittal, the holder of such Right Certificate Certificates shall be entitled to receive in accordance with Section 9, exchange therefore a check in cash or by certified or cashier's check or money order payable the amount equal to the order cash that such holder has the right to receive pursuant to Section 2.5. Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Paying Agent shall distribute the Merger Consideration as provided herein. If there is a transfer of ownership of any shares of Company Common Stock not registered in the transfer records of the Company, the Rights Agent Merger Consideration shall thereupon promptly (i)be issued to the transferee thereof if the Certificates representing such Company Common Stock are presented to the Paying Agent, accompanied by all documents required, in the reasonable judgment of Parent and the Paying Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (Ae) requisition from any The stock transfer agent books of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit be closed immediately upon the total number of Preferred Shares issuable upon exercise Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of the Rights hereunder with a depository agentCompany of any shares of Company Common Stock. If, requisition from after the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as Effective Time, Certificates are presented to Parent, they shall be purchased (in which case certificates canceled and exchanged for the Preferred Shares represented by such receipts shall be deposited by the transfer agent Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the depositary agentprocedures set forth in this Section 2.6. (f) and Any portion of the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the aggregate amount of cash to be paid in lieu pursuant to Section 2.5 or any proceeds from any investments thereof that remains unclaimed by the stockholders of the issuance Company for six (6) months after the Effective Time shall be repaid by the Paying Agent to Parent upon the written request of fractional shares Parent. After such request is made, any stockholders of the Company who have not theretofore complied with this Section 2.6 shall look only to Parent for the Merger Consideration deliverable in accordance with respect of each share of Company Common Stock such stockholder holds, as determined pursuant to Section 14 2.5 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or otherwise become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of Parent (and, to the extent not in accordance with Section 11.1.3its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Paying Agent nor any party to this Agreement (iiior any affiliate thereof) promptly after receipt shall be liable to any former holder of such certificates or depositary receipts, cause the same to be Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Parent and the Paying Agent shall be entitled to rely upon the order Company’s stock transfer books to establish the identity of those persons entitled to receive the registered holder of such Right CertificateMerger Consideration, registered in such name or names as may which books shall be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificateconclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Parent and the Paying Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Company is obligated person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent or Parent, the posting by such person of a bond in such amount as the Paying Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue other securities of in exchange for such lost, stolen or destroyed Certificate the Company, pay cash and/or distribute other property Merger Consideration deliverable in respect thereof pursuant to Section 11.1.32.5. (i) The Paying Agent or Parent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of Company Common Stock such amounts as the Paying Agent is required to deduct and withhold with respect to the making of such payment under the IRC, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the Company will make all arrangements necessary so extent that such other securities, cash and/or other property amounts are available for distribution properly withheld by the Rights AgentPaying Agent or Parent, if such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of whom such deduction and when appropriatewithholding were made by the Paying Agent or Parent.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths one- thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 11.14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths (1/1,000) of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall shall, subject to Section 20.10 hereunder, thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the shares of Series A Preferred Shares (or from the Company if there shall be no such transfer agent, or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths (1/1,000) of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated in writing by such holder and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated in writing by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by wired funds, certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent of depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon (a) As promptly as practicable but in no event later than 30 days after each receipt by the Company or the Company Subsidiaries or any of their Affiliates of any Litigation Proceeds (other than Litigation Proceeds received as a result of a Right Certificate representing exercisable RightsSettlement Decision) or after a determination that no Litigation Proceeds shall be received, Parent shall deliver to the Rights Agents a certificate (the "Litigation Proceeds Certificate") setting forth, in each case, in reasonable detail (i) the amount of any Cash Proceeds received by the Company or the Company Subsidiaries or their Affiliates, if any, (ii) a detailed description of Non-Cash Proceeds received by the Company or the Company Subsidiaries or their Affiliates, if any, (iii) the fair market value of any Non-Cash Proceeds and the methodology used, and calculations made, to determine such fair market value (it being understood that fair market value shall be determined on an arm's-length basis and without regard to any liens or other encumbrances on the Non-Cash Proceeds granted or created by Parent, the Company, the Company Subsidiaries, or their Affiliates and that Compliance Commitments shall have a fair market value of zero), (iv) an itemized list of the Claims Expenses incurred to date and any Claim Expenses reasonably expected to be incurred before the Last CVR Payment Date, (v) an itemized list of the expenses as of the CVR Payment Date (and not previously included in the computation of the CVR Payment Amount) that the Company has incurred (whether directly or reimbursed) under Section 5.4 to comply with Securities Law Requirements or in connection with the form of election to purchase and certification duly executed, accompanied by payment registration of the aggregate Purchase Price CVRs under the Securities Act, (vi) the calculation of the CVR Payment Amount, if any, through the date of the Litigation Proceeds Certificate, (vii) any assumptions underlying the determination of any item used in making the necessary calculations for such calculations, and (viii) any financial or other documentation reasonably necessary to sufficiently support such calculations. (b) Within 30 days of delivery of the total number Litigation Proceeds Certificate, each CVR Rights Agent shall give written notice to Parent and each of one one-hundredths the other Rights Agents specifying whether such CVR Rights Agent agrees or objects (a "Notice of Agreement" and a Preferred Share "Notice of Objection", respectively) to be purchased the Litigation Proceeds Certificate and an amount equal the computation of the CVR Payment Amount. (c) If each CVR Rights Agent delivers a Notice of Agreement and any CVR Payment Amount is payable, Parent shall pay such amounts to any applicable transfer tax required to be paid by the holder of such Right Certificate CVR Trust in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the 2.3(a). (d) If either CVR Rights Agent delivers a Notice of Objection within such 30 day period, Parent shall thereupon promptly continue to hold the Cash Proceeds in the bank account established under Section 5.1(d) (ias invested as set forth in Section 5.1(d) (A) requisition from any transfer agent of the Preferred Shares (or make available); provided, however, that if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests Cash Proceeds held in such number of one one-hundredths of a Preferred Share account exceeds the aggregate CVR Payment Amount as are to be purchased set forth in the Objection Certificate (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requestsas defined below), (ii) when appropriate, requisition from the Company the amount of cash held in such bank account may be reduced to be paid the CVR Payment Amount as set forth in lieu the Objection Certificate. Any interest generated by such investments or accretions in value resulting from such investments shall increase the CVR Payment Amount. (e) As promptly as practicable following delivery of such Notice of Objection, the applicable CVR Rights Agent shall deliver to Parent and each other Rights Agent a certificate (an "Objection Certificate") setting forth in reasonable detail each of the issuance objections to the calculations, valuations, methodologies, lists, computations, assumptions and other information, including, without limitation, the fair market value of fractional shares any Non-Cash Proceeds (collectively, the "Determinations") that the CVR Rights Agent has to the applicable Litigation Proceeds Certificate. If the other CVR Rights Agent does not agree with the Objection Certificate (or any objections within such Objection Certificate), then the CVR Payment Amount shall be as set forth in the Litigation Proceeds Certificate and Parent shall pay such amounts in accordance with Section 14 2.3(a). If within ten days of the delivery of the Objection Certificate, the other CVR Rights Agent agrees, in whole or otherwise in part, with the Objection Certificate, Parent and the Rights Agents shall subject the Determinations set forth in the Litigation Proceeds Certificate that are in dispute to ________ or any other mutually agreed upon independent public accounting firm of national standing that shall have expertise in the valuation of assets and properties (the "Firm"). The Firm shall be instructed to determine whether the Determinations set forth in the Litigation Proceeds Certificate that are in dispute are correct in all material respects. If the Firm determines that such Determinations are correct, the CVR Payment Amount shall be as set forth in the Litigation Proceeds Certificate, and each CVR Rights Agent shall be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate and Parent shall pay such amounts in accordance with Section 11.1.32.3(a). If the Firm determines that any of the Determinations set forth in the Litigation Proceeds Certificate are incorrect in any respect (whether or not material), the Firm's resulting calculation of the CVR Payment Amount shall be binding on all parties hereto (the "Resolution") and Parent, upon notice of such Resolution, shall pay such amounts in accordance with Section 2.3(a). If the Resolution results in the CVR Payment Amount determined by Parent to be less than the CVR Payment Amount determined by the Firm, the CVR Payment Amount payable to the CVR Trust shall be increased by the interest on such differential calculated from the date 45 days after delivery of the Litigation Proceeds Certificate at an interest rate equal to the average rate actually earned on Cash Equivalents pursuant to Section 2.2(d). All costs and expenses billed by the Firm in connection with the performance of its duties described herein ("Firm Expenses") shall be paid by Parent; provided, however, that if Parent’s determination of the CVR Payment Amount is: (i) greater than or equal to 95% of the CVR Payment Amount determined by the Firm, then 100% of the Firm Expenses shall be deducted from the CVR Payment Amount; (ii) greater than or equal to 85% of the CVR Payment Amount determined by the Firm, but less than 95% of the CVR Payment Amount determined by the Firm, then 50% of the Firm Expenses shall be deducted from the CVR Payment Amount; or (iii) promptly less than 85% of the CVR Payment Amount determined by the Firm, then Parent shall not be reimbursed for any portion of the Firm Expenses. (f) If a CVR Rights Agent does not deliver a Notice of Agreement or a Notice of Objection to a Litigation Proceeds Certificate within the 30-day period described above, the CVR Rights Agent shall be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate. (g) Any Litigation Proceeds received after receipt the Acceptance Date but prior to the Effective Time shall, for all purposes under the Agreement, be deemed to have been received on the Closing Date. If the Merger Agreement is terminated after the Acceptance Date but prior to the Effective Time, any Litigation Proceeds received after the Acceptance Date but prior to such termination shall, for all purposes under the Agreement, be deemed to have been received on the date of such certificates or depositary receipts, cause termination. (h) Notwithstanding the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3foregoing, the Company will make all arrangements necessary so that such provisions of this Section 2.2 (other securities, cash and/or other property are available for distribution by than Section 2.2(g) and the Rights Agent, if and when appropriatedefinition of Litigation Proceeds Certificate) shall not apply to any Litigation Proceeds Certificate received as a result of a Settlement Decision.

Payment Procedures. Upon (a) As promptly as practicable but in no event later than 30 days after each receipt by Holly Subsidiaries or any of their Affiliates of any Litigation Xxxxeeds or any Non-Cash Proceeds, the Company shall deliver to the Representative a Right certificate (the "Litigation Proceeds Certificate") setting forth in reasonable detail (i) the amount of any Cash Proceeds and Realized Non-Cash Proceeds received by the Holly Subsidiaries or their Affiliates, (ii) a detailed descripxxxx of Non-Cash Proceeds received by the Company, if any, and the amount of any such Non-Cash Proceeds that the Company has determined are includible in gross income of the Company for federal income tax purposes, (iii) the fair market value of any Realized Non-Cash Proceeds described in clause (ii) of the definition thereof and the methodology used, and calculations made, to determine such fair market value, (iv) an itemized list in reasonable detail of the Claims Expenses, (v) detailed computations of the Assumed Tax Liability and Assumed Tax Benefit, (vi) any assumptions underlying the determination of any item used in making the necessary calculations of the CVR Payment Amount, (vii) any financial or other documentation reasonably necessary to sufficiently support the calculation of the CVR Payment Amount, (viii) the amount of any Setoffs and (ix) the calculation of the CVR Payment Amount, if any, through the date of such Litigation Proceeds Certificate; provided, however, that if any Litigation Proceeds or Non-Cash Proceeds are received prior to the Effective Time, the Company shall deliver to the Representative the Litigation Proceeds Certificate representing exercisable Rightswithin 30 days of the Effective Time. (b) Within 30 days of delivery of the Litigation Proceeds Certificate, the Representative shall give written notice specifying whether he agrees with or objects (a "Notice of Agreement" and a "Notice of Objection", respectively) to the Litigation Proceeds Certificate, the CVR Payment Amount and the CVR Payment Amount calculation. (c) If the Representative delivers a Notice of Agreement and any CVR Payment Amount is payable, the Company shall (i) establish a CVR Payment Date with respect to such CVR Payment Amount that is within 15 days of the date of the Notice of Agreement and (ii) not less than ten days prior to such CVR Payment Date, give written notice to each Option Holder of the CVR Payment Amount that will be paid to Holders on such CVR Payment Date. On such CVR Payment Date, the Company shall then promptly cause the CVR Payment Amount to be delivered to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such CVR Payment Date. (d) If the Representative delivers a Notice of Objection within such 30-day period, the Company shall hold an amount of cash equal to the CVR Payment Amount, if any, set forth in the Litigation Proceeds Certificate in a separate bank account invested in Cash Equivalents until a Resolution is obtained pursuant to the procedures set forth in Section 2.4(e). (e) If the Representative delivers a Notice of Objection within such 30-day period, the Representative shall as promptly as practicable following delivery of the Notice of Objection deliver to the Company a certificate (the "Representative Objection Certificate") setting forth in reasonable detail each of the objections to the calculations, valuations, methodologies, lists, computations, assumptions and other information, including, without limitation, the Company's determination that any Non-Cash Proceeds are includible in the Company gross income or the fair market value of any Realized Non-Cash Proceeds described in clause (ii) of the definition thereof (collectively, the "Determinations") that the Representative has to the Litigation Proceeds Certificate. If the Company does not agree with the form of election Representative's objections to purchase and certification duly executedthe Litigation Proceeds Certificate, accompanied by payment then within ten days of the aggregate Purchase Price delivery by the Representative of the Representative Objection Certificate, the Company and the Representative shall submit the portions of the Determinations set forth in the Litigation Proceeds Certificate that are in dispute to a mutually agreed upon independent public accounting firm of national standing that shall have expertise in income and franchise tax matters and the valuation of assets and properties (the "Firm"). If the Company and the Representative cannot agree upon the Firm, then the Company and the Representative agree that the Firm shall be Grant Thornton International, provided, that Grant Thornton Intxxxxxxxxxx xxx not billed the Company for proxxxxxxxxx xxxxices within the total number three-year period immediately prior to the date of one one-hundredths the Litigation Proceeds Certificate. The Firm shall be instructed to determine whether the Determinations set forth in the Litigation Proceeds Certificate that are in dispute are correct. If the Firm determines that such Determinations are correct, the CVR Payment Amount shall be as set forth in the Litigation Proceeds Certificate, and the Representative shall be deemed to have delivered a Notice of a Preferred Share Agreement with respect to such Litigation Proceeds Certificate. If the Firm determines that any of the Determinations set forth in the Litigation Proceeds Certificate are incorrect in any respect that causes the CVR Payment Amount determined by the Company to be purchased less than the CVR Payment Amount determined by the Firm, the Firm's resulting calculation of the CVR Payment Amount shall be binding on the parties hereto (a "Resolution"), and in addition to the CVR Payment Amount determined by the Firm, the Company shall pay to the Holders interest on such differential calculated from the date that the Representative delivered its Notice of Objection at an amount interest rate equal to any applicable transfer tax required the rate actually earned by the Company pursuant to the investment of such funds in Cash Equivalents. All costs and expenses billed by the Firm in connection with the performance of its duties described herein ("Firm Expenses") shall be paid by the holder of such Right Certificate in accordance with Section 9Company; provided, in cash or by certified or cashierhowever, that if the Company's check or money order payable to the order determination of the Company, the Rights Agent shall thereupon promptly CVR Payment Amount is: (i)) greater than or equal to 95% of the CVR Payment Amount determined by the Firm, then 100% of the Firm Expenses shall be deducted from the CVR Payment Amount; (Aii) requisition from any transfer agent greater than or equal to 85% of the Preferred Shares CVR Payment Amount determined by the Firm, but less than 95% of the CVR Payment Amount determined by the Firm, then 50% of the Firm Expenses shall be deducted from the CVR Payment Amount; or (or make availableiii) less than 85% of the CVR Payment Amount determined by the Firm, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if then the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise not be reimbursed for any portion of the Rights hereunder with Firm Expenses. (f) If the Representative does not deliver a depository agentNotice of Agreement or a Notice of Objection to the Litigation Proceeds Certificate within the 30-day period described above, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts Representative shall be deposited by the transfer agent deemed to have delivered a Notice of Agreement with the depositary agent) and respect to such Litigation Proceeds Certificate, and, if any CVR Payment Amount is payable, the Company hereby directs shall (i) establish a CVR Payment Date with respect to such CVR Payment Amount that is within 15 days following the depositary agent to comply with all last day of such requests, 30-day period and (ii) when appropriatenot less than ten days prior to such CVR Payment Date, requisition from give written notice to each Option Holder of the CVR Payment Amount that will be paid to Holders on such CVR Payment Date. On such CVR Payment Date, the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) shall then promptly after receipt of such certificates or depositary receipts, cause the same CVR Payment Amount to be delivered to or upon the order each of the registered holder Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such Right Certificate, registered in CVR Payment Date. If the Representative delivers a Notice of Objection with respect to such name or names as may be designated by such holder and (iv) when appropriateLitigation Proceeds Certificate within the 30-day period described above, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company a Resolution is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3obtained, the Company shall (i) establish a CVR Payment Date with respect to such CVR Payment Amount that is within 15 days of the date of such Resolution and (ii) not less than ten days prior to such CVR Payment Date, give written notice to each Option Holder of the CVR Payment Amount that will make all arrangements necessary so be paid to Holders on such CVR Payment Date. On such CVR Payment Date, the Company shall then promptly cause the CVR Payment Amount to be delivered to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such CVR Payment Date. (g) As promptly as practicable but in no event later than 30 days after the recomputation of the Assumed Tax Liability and the Assumed Tax Benefit pursuant to paragraph (g) of the definition of "Tax Assumptions" herein or the occurrence of a Tax Determination after the date on which the Litigation Proceeds were received, the Company shall pay to the Holders any excess of the re-computed CVR Payment Amount over the CVR Payment Amount that such other securities, cash and/or other property are available was initially calculated plus interest for distribution the period over which the payment was deferred at an interest rate equal to the rate actually earned by the Rights AgentCompany pursuant to the investment of such funds in Cash Equivalents. Along with such payment, if the Company shall provide to the Holders a Litigation Proceeds Certificate setting forth the re-calculation of the CVR Payment Amount. The standards and when appropriateprocedures applicable to Litigation Proceeds Certificates and the calculation of the CVR Payment Amount set forth in this Section 2.4 shall apply in full force to any Litigation Proceeds Certificate delivered pursuant to this paragraph (g).

Payment Procedures. Promptly after the Effective Time (but in no event more than two Business Days thereafter), the Surviving Company shall cause the Paying Agent to mail to each Former Holder (i) a letter of transmittal in form and substance reasonably satisfactory to Parent and Shareholders’ Representative (which shall include, among other things, an executed consent to the appointment of the Shareholders’ Representative, a release in favor of the Company and its Subsidiaries and customary representations and warranties, including with respect to ownership of the Company Common Shares and Options, as applicable, free and clear of all Liens) and (ii) instructions for use in effecting the surrender of the Book-Entry Shares in exchange for payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration. Upon surrender of the Book-Entry Shares, receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid “agent’s message” by the holder Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such Right Certificate letter of transmittal, duly completed and validly executed in accordance with Section 9the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the Former Holder of such Book-Entry Shares shall be entitled to receive in cash or by certified or cashier's check or money order payable exchange therefor, subject to the order any required withholding taxes, such Former Holder’s allocable portion of Aggregate Merger Consideration, without interest, for each Company Common Share surrendered in accordance with this Agreement. If any payment of a Former Holder’s allocable portion of the CompanyAggregate Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Book-Entry Share in exchange therefor is registered, the Rights Agent it shall thereupon promptly (i) be a condition of payment that (A) requisition from any the Person requesting such exchange present proper evidence of transfer agent of the Preferred Shares (or make available, if the Rights Agent is the shall otherwise be in proper form for transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Person requesting such payment shall have elected to deposit the total number of Preferred Shares issuable upon exercise paid any transfer and other taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in payment of such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu Former Holder’s allocable portion of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same Aggregate Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right Certificate, registered in such name Book-Entry Share surrendered or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash shall have established to or upon the order reasonable satisfaction of the registered holder of Surviving Company that such Right Certificatetax either has been paid or is not applicable. In Until surrendered as contemplated by this Section 2.3(b), each Book-Entry Share shall be deemed at any time after the event that Effective Time to represent only the Company is obligated right to issue other securities receive the allocable portion of the CompanyAggregate Merger Consideration attributable to such Book-Entry Share as contemplated by this Article II, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithout interest.

Payment Procedures. (i) As promptly as practicable after the Effective Time (and in any event within five (5) Business Days in the case of registered holders of the Shares), the Surviving Company shall cause the Paying Agent to mail to each person who was, at the Effective Time, a registered holder of Shares entitled to receive the Per Share Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of Shares shall be effected and contain such other provisions as Parent and the Company may mutually agree); and (ii) instructions for use in effecting the surrender of any issued share certificates representing Shares (the “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 2.04(c)) or Shares of registered shareholders for which there are no Share Certificates (“Uncertificated Shares”) and/or such other documents as may be required in exchange for the Per Share Merger Consideration. Upon receipt surrender of, if applicable, a Share Certificate (or affidavit and indemnity of a Right loss in lieu of the Share Certificate representing exercisable Rights, as provided in Section 2.04(c)) or Uncertificated Shares and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with the form terms of election to purchase such letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of Shares represented by such Share Certificate (or affidavits and certification duly executed, accompanied by payment indemnities of loss in lieu of the aggregate Purchase Price for Share Certificates as provided in Section 2.04(c)) and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor a check, in the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.04(c)) or the number of Uncertificated Shares multiplied by (y) the Per Share Merger Consideration, and any applicable transfer tax required to Share Certificate so surrendered shall forthwith be marked as cancelled. No interest shall be paid by or will accrue on any amount payable in respect of the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable Shares pursuant to the order provisions of this Article II. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from a check for any transfer agent cash to be exchanged upon due surrender of the Preferred Shares (or make availableShare Certificate may be issued to such transferee if the Share Certificates, if any, that immediately prior to the Rights Agent is Effective Time represented such Shares are presented to the Paying Agent, accompanied by all documents reasonably required by Surviving Company to evidence and effect such transfer agent) certificates for the number of Preferred Shares and to be purchased and the Company hereby irrevocably authorizes its evidence that any applicable share transfer agent to comply with all such requests, taxes have been paid or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, not applicable. (ii) when appropriateAs promptly as practicable after the Effective Time (and in any event within two (2) Business Days), requisition from the Company the amount of cash Parent shall transmit, or cause to be paid in lieu transmitted, to an account of the issuance of fractional shares Surviving Company designated by the Surviving Company, by wire transfer in accordance with Section 14 or otherwise immediately available funds, an amount in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause U.S. dollars sufficient for the same Surviving Company to make all payments required to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property made pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate2.02.

Payment Procedures. Upon receipt (a) If on any day the Outstanding Balance of a Right Certificate representing exercisable RightsReceivable is (w) reduced or canceled as a result of any defective or rejected goods or services, with any cash discount or any adjustment by the form Originator, or (x) reduced or canceled as a result of election to purchase and certification duly executed, accompanied a set-off in respect of any claim by payment any Person (whether such claim arises out of the aggregate Purchase Price for same or a related transaction or an unrelated transaction), including without limitation any set-off against IBM Receivables arising under the total number Master Set-Off and Guarantee Agreement dated as of one one-hundredths March 27, 1991, among IBM, Lexington Holding Corporation, the Originator and Lexmark Europe Corporation, Inc., or (y) reduced or canceled as a result of any forgiveness of the obligation or of any adjustment by the Originator, or (z) otherwise reduced or canceled as a Preferred Share result of any Dilution Factor with respect to such Receivable, the Originator shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation. If on any day any of the representations or warranties in Section 3.2 hereof is no longer true or was not true when made with respect to a Receivable, the Originator shall be deemed to have received on such day a Collection of such Receivable in full. (b) Any Collections deemed to be purchased received by the Originator pursuant to Section 2.7(a) hereof shall be paid by the Originator to the Buyer on the next Business Day or on such other day as specified by the Buyer and an amount equal the Servicer shall hold or distribute all Collections deemed received pursuant to Section 2.7(a) hereof to the same extent as if such Collections had actually been received. So long as the Originator shall hold any applicable transfer tax Collections or deemed Collections required to be paid to the Buyer, it shall hold such Collections in trust for the Buyer. (c) Following the date on which the Buyer shall be deemed to have reconveyed to the Seller any interest it may have in the Receivables (including the Purchased Assets), together with the Related Security and Collections with respect thereto, the Originator shall pay to the Buyer any remaining Collections set aside and held by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable Originator pursuant to the order first sentence of the Companythis Section 2.7, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent Buyer shall execute and deliver to comply with all the Originator, at Originator's expense, such requests, documents or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share instruments as are reasonably necessary to be purchased (terminate the Buyer's interest in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent Receivables, together with the depositary agent) Related Security and the Company hereby directs the depositary agent to comply Collections with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificaterespect thereto. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.ARTICLE III

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)promptly (A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated in writing by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt (i) As soon as reasonably practicable after the Effective Time and in any event not later than two (2) Business Days following the Closing Date, the Paying Agent shall (x) mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Paying Agent may agree and which are reasonably satisfactory to the Company), and (B) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration and (y) pay to each holder of a Right Certificate representing exercisable RightsCompany Stock Option or Company Equity Award, a check in an amount due and payable to such holder pursuant to Section 3.3 hereof in respect of such Company Stock Option or Company Equity Award. (ii) Upon surrender of Certificates to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the form instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of election such Certificates shall be entitled to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of receive in exchange therefor a Preferred Share to be purchased and check in an amount equal to any applicable transfer tax required to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates multiplied by (y) the Merger Consideration. No interest will be paid by the holder or accrued on any amount payable upon due surrender of such Right Certificate Certificates (or effective affidavits of loss in accordance lieu thereof). Parent and Merger Sub shall pay all stock transfer Taxes with Section 9, in cash or by certified or cashier's check or money order payable respect to the order sale and transfer of any Shares; provided, however, that in the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from a check for any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu upon due surrender of the issuance of fractional shares in accordance with Section 14 Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, properly endorsed or otherwise in accordance with Section 11.1.3, proper form for transfer and in each case accompanied by evidence to the satisfaction of the Paying Agent that any applicable stock transfer Taxes have been paid or are not applicable. (iii) promptly after receipt The Paying Agent, Parent, Merger Sub or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares, Company Stock Options or Company Equity Awards, such amounts as are required to be withheld or deducted and paid over to the applicable Governmental Entity under the Internal Revenue Code of 1986, as amended (the “Code”) or any provision of state, local or foreign Tax Law with respect to the making of such certificates payment. To the extent that amounts are so withheld or depositary receiptsdeducted and paid over to the applicable Governmental Entity, cause such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the same to be delivered to or upon the order holder of the registered holder Shares, Company Stock Options or Company Equity Awards, in respect of which such Right Certificate, registered in such name or names as may be designated by such holder deduction and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithholding were made.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by wired funds, certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly as soon as practicable (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt (i) Prior to, or promptly following, the Closing, the Company or the Surviving Corporation, as applicable, shall, or shall cause the Paying Agent to, deliver to each Company Stockholder a letter of a Right Certificate representing exercisable Rights, with transmittal substantially in the form of election to purchase Exhibit C-2 (the “Stock Letter of Transmittal”), which shall: (A) contain instructions for surrendering for cancellation such Company Stockholder’s stock certificates representing such Company Stockholder’s shares of Company Capital Stock (collectively, such Company Stockholders’ “Certificates”), delivering the Stock Letter of Transmittal and certification duly executed, accompanied by payment receiving such Company Stockholder’s portion of the aggregate Purchase Price Net Closing Merger Consideration; (B) specify that delivery shall be effected, and risk of loss and title to such shares of Company Capital Stock shall pass, upon proper delivery to the Paying Agent of such Company Stockholder’s Certificates and a properly completed Stock Letter of Transmittal; and (C) such other provisions as Parent and the Company may mutually agree upon. (ii) With respect to any Certificates surrendered by a Company Stockholder to the Paying Agent, after the Effective Time, together with a duly completed and validly executed Stock Letter of Transmittal, the Paying Agent shall, as promptly as practicable, pay to such Company Stockholder by wire transfer of immediately available funds (adjusted to the nearest whole cent) to an account or accounts specified in the Stock Letter of Transmittal (1) the Per Share Common Estimated Merger Consideration for each share of Company Common Stock represented by such Certificate or Certificates, if any, plus (2) the Per Share Series A-1 Preferred Estimated Merger Consideration for each share of Series A-1 Preferred Stock represented by such Certificate or Certificates, if any, plus (3) the Per Share Series A-2 Preferred Estimated Merger Consideration for each share of Series A-2 Preferred Stock represented by such Certificate or Certificates, if any, and Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.9(b)(ii), each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive upon surrender, the Per Share Common Estimated Merger Consideration, the Per Share Series A-1 Preferred Estimated Merger Consideration or the Per Share Series A-2 Preferred Estimated Merger Consideration, as applicable. (iii) If payment is to be made to a Person other than the Person in whose name the shares of Company Capital Stock represented by a Certificate are registered, it shall be a condition of payment that: (A) the Certificate surrendered shall be properly endorsed or shall otherwise in proper form for transfer; (B) the Stock Letter of Transmittal delivered to the Paying Agent shall be properly Table of Contents executed and otherwise in proper form; and (C) the Person requesting such payment shall pay any Taxes required by reason of the payment to a Person other than the Person in whose name the shares of Company Capital Stock are registered, or establish to the satisfaction of Paying Agent that such Tax has been paid or is not applicable. (iv) All cash paid upon the surrender of the Certificates in accordance with the terms of this Section 2.9 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Capital Stock previously represented by the Certificates. After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of shares of Company Capital Stock on the transfer books of the Surviving Corporation. If, after the Effective Time, a request for the total number transfer of one one-hundredths shares of a Preferred Share Company Capital Stock or any Certificate is presented to the Paying Agent or the Surviving Corporation, the relevant shares of Company Capital Stock shall be purchased cancelled and an amount equal exchanged for the consideration as provided in Section 2.6 and this Section 2.9. (v) Any portion of the Payment Fund that remains undistributed to any applicable transfer tax required the Company Stockholders twelve (12) months after the Closing Date will be promptly delivered to be paid Parent by the holder Paying Agent along with any and all earnings thereon, and any Company Stockholder shall look only to Parent or the Surviving Corporation for satisfaction of such Right Certificate any claims for its right to receive the consideration payable in respect of the applicable shares of Company Capital Stock in accordance with Section 9, in cash or by certified or cashier's check or money order payable 2.6(c). Any portion of the Payment Fund that remains undistributed immediately prior to the order time at which such amounts would otherwise escheat or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. None of the CompanyPaying Agent, Parent or the Rights Agent shall thereupon promptly (i) (A) requisition from Surviving Corporation will be liable to any transfer agent Person for any part of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be Merger Consideration delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property a public official pursuant to Section 11.1.3any applicable abandoned property, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateescheat or similar Law.

Payment Procedures. (a) Prior to the Effective Time, Buyer shall designate PNC Bank N.A., or such other bank or trust company reasonably acceptable to Seller Representative and Buyer to act as payment agent in connection with the Merger (the “Payment Agent”). Subject to the terms of Section 2.5 and Section 2.9 hereof, at or prior to the Effective Time, Buyer will provide to and shall deposit in trust with, the Payment Agent, an amount in cash equal to the aggregate amount of the Closing Consideration payable to the Securityholders under this Agreement. Until used for that purpose, the funds shall be invested by the Payment Agent, as directed by Buyer, and in accordance with a Payment Agent Agreement, by and between Buyer, the Seller Representative and the Payment Agent, in the form attached hereto as Exhibit D (the “Payment Agent Agreement”) in obligations of, or guaranteed by, the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America or in deposit accounts or certificates of deposit with commercial banks. (b) As soon as reasonably practicable after the date hereof, Seller Representative and Buyer shall cause the Payment Agent to mail or otherwise make available to each holder of record of outstanding Units that will be converted pursuant to Section 2.4(b) into the right to receive Closing Consideration, a Letter of Transmittal and such other documents as may reasonably be required by Seller Representative and Buyer (including any required Form W-8 or W-9). Upon receipt delivery of a Right Certificate representing exercisable Rights, Letter of Transmittal duly completed and validly executed in accordance with the form of election instructions thereto, and such other documents as may be required pursuant to purchase such instructions, such Securityholder shall be entitled to promptly receive (and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths in any event within two (2) Business Days after delivery of a Preferred Share to be purchased and an completed Letter of Transmittal in accordance with this provision) in exchange therefor a cash amount equal to such Securityholder’s portion of the Closing Consideration as set forth opposite such Securityholder’s name on the Allocation Schedule without interest; provided, however, that any applicable transfer tax Securityholder that completes delivery of a Letter of Transmittal and such other documents as may reasonably be required in accordance with this Section 2.8 on or prior to two (2) Business Days prior to the Closing Date shall be paid by the holder of such Right Certificate Payment Agent on the Closing Date. (c) At any time which is more than one (1) year after the Effective Time, the Surviving Company shall be entitled to direct the Payment Agent to deliver to it any funds which had been deposited with the Payment Agent and have not been disbursed in accordance with Section 9this Article 2 (including, without limitation, interest and other income received by the Payment Agent in cash or by certified or cashier's check or money order payable respect of the funds made available to it)and such funds shall, to the order extent permitted by applicable Law, become the property of the Surviving Company and shall be promptly released by the Payment Agent to an account designated by the Surviving Company (and the Seller Representative agrees to reasonably cooperate as necessary to effectuate such transfer). After the funds have been delivered to the Surviving Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares Securityholders entitled to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares payment in accordance with Section 14 this Article 2 shall be entitled to look solely to the Surviving Company as a general creditor (subject to abandoned property, escheat or other similar applicable Laws) for payment of the Closing Consideration, without any interest thereon. Any Closing Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered escheat to or upon become property of any government entity shall, to the order extent permitted by applicable Law, become the property of the registered holder Surviving Company free and clear of such Right Certificateany claims or interest of any person previously entitled thereto. Notwithstanding anything to the contrary in this Agreement, registered in such name neither the Payment Agent nor Buyer, Merger Sub or names as may the Surviving Company shall be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash liable to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated a former Securityholder for any amount properly paid to issue other securities of the Company, pay cash and/or distribute other property a public official pursuant to Section 11.1.3any abandoned property, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateescheat or similar applicable Law.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Point shall cause the Exchange Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates (each a “Certificate” and collectively, the “Certificates”) that immediately prior to the Effective Time evidenced outstanding shares of DARA Common Stock, DARA Series A Preferred Stock or DARA Series B Preferred Stock (excluding any shares described in Section 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon receipt surrender to the Exchange Agent of a Right Certificate representing exercisable RightsCertificate, together with the form such letter of election to purchase transmittal duly executed and certification duly executedany other required documents, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate shall be entitled to receive in accordance with exchange therefor the applicable amount of Merger Consideration pursuant to Section 92.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(i), and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of DARA Common Stock, DARA Series A Preferred Stock and DARA Series B Preferred Stock which are not registered in cash the transfer records of DARA under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Point Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or by certified or cashier's check or money order payable otherwise be in proper form for transfer to the order of the CompanyPerson surrendering such Certificate and requesting such issuance, the Rights Agent (y) such Person surrendering such Certificate and requesting such issuance shall thereupon promptly (i) (A) requisition from pay any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented other Taxes required by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu reason of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same Point Common Stock to be delivered to or upon the order of a Person other than the registered holder of such Right CertificateCertificate or shall establish to the satisfaction of Point that such Taxes have been paid or are not applicable, registered in such name or names as may be designated by such holder and (ivz) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of Person surrendering such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights AgentCertificate shall, if and when appropriaterequired by Point, have such Person’s signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.

Payment Procedures. Upon receipt of a Right Certificate ------------------ representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths one- thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as the ESOP and the Company may mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration and (y) upon surrender of such documents as may reasonably be required by the Paying Agent, to each holder of a Right Certificate representing exercisable RightsCompany Stock Option or a Company Stock-Based Award, a check in an amount, if any, due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the form instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of election such Certificates or Book-Entry Shares shall be entitled to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of receive in exchange therefor a Preferred Share to be purchased and check in an amount equal to any applicable transfer tax required to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid by or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the holder event of such Right Certificate a transfer of ownership of Shares that is not registered in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from a check for any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu upon due surrender of the issuance of fractional shares in accordance with Section 14 Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid or otherwise in accordance with Section 11.1.3, are not applicable. (iii) promptly after receipt The Paying Agent or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of applicable Federal, state, local or foreign Tax Law with respect to the making of such certificates payment. To the extent that amounts are so withheld or depositary receiptsdeducted and paid over to the applicable Governmental Entity (as hereinafter defined), cause such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the same to be delivered to or upon the order holder of the registered Shares or holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities Stock Options or Company Stock-Based Awards, in respect of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that which such other securities, cash and/or other property are available for distribution by the Rights Agent, if deduction and when appropriatewithholding were made.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with (a) If the form of election TIGIT Milestone occurs at any time prior to purchase and certification duly executed, accompanied by payment the expiration of the aggregate Purchase Price TIGIT Milestone Period, then, on or prior to the Milestone Payment Date relating thereto, (i) Milan, or a Person nominated by Milan (with written notice thereof from Milan to the Rights Agent), as the case may be, will (A) deliver to the Rights Agent, a certificate (the “TIGIT Milestone Achievement Certificate”) certifying the date of satisfaction of the TIGIT Milestone and that the Holders are entitled to receive the TIGIT Milestone Payment, (B) allot and issue to the Depositary, or as the Depositary directs, the Milan Ordinary Shares underlying the Milan Depositary Shares comprising the TIGIT Milestone Payment, (C) deliver to the Depositary, for the benefit of the Holders, evidence of book-entry shares representing Milan Ordinary Shares underlying the Milan Depositary Shares comprising the TIGIT Milestone Payment and (D) take all steps necessary to ensure that the Milan Ordinary Shares underlying the Milan Depositary Shares comprising the TIGIT Milestone Payment are admitted to trading on AIM and (ii) Milan shall procure that the Depositary shall promptly (and in any event, within ten (10) Business Days) issue and deliver to the Holders, by first-class postage prepaid mail, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, the number of whole Milan Depositary Shares equal to the product determined by multiplying (A) the quotient determined by dividing (x) the TIGIT Milestone Payment by (y) the total number of one one-hundredths CVRs registered in the CVR Register at such time, by (B) the number of a Preferred Share CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt, each of the requirements of the TIGIT Milestone must be fully satisfied for the TIGIT Milestone to be purchased and an amount equal to any applicable transfer tax required considered to be paid by attained, and (i) Milan shall have no further liability in respect of the holder TIGIT Milestone Payment upon delivery of such Right Certificate the Milan Depositary Shares in accordance with this Section 92.4(a) and the satisfaction of each of Milan’s obligations set forth in this Section 2.4(a) and (ii) the Holders will not be entitled to, and Milan will not be liable for, any TIGIT Milestone Payment in cash or by certified or cashier's check or money order payable the event of any partial satisfaction of the TIGIT Milestone. (b) If a NAVI Milestone occurs at any time prior to the order expiration of the CompanySecond NAVI Period and on each such occurrence, then, on or prior to the Milestone Payment Date relating thereto, Milan, or a Person nominated by Milan (with written notice thereof from Milan to the Rights Agent), as the case may be, will deliver to the Rights Agent (i) a certificate (each such certificate, a “NAVI Milestone Achievement Certificate”) certifying the date of satisfaction of the applicable NAVI Milestone and that the Holders are entitled to receive a NAVI Milestone Payment, and (ii) the applicable NAVI Milestone Payment, by wire transfer of immediately available funds to an account designated by the Rights Agent. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall thereupon will promptly (i) and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount in cash equal to the product determined by multiplying (A) requisition from any transfer agent of the Preferred Shares quotient determined by dividing (or make available, if x) the Rights Agent is the transfer agentapplicable NAVI Milestone Payment by (y) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise CVRs registered in the CVR Register at such time, by (B) the number of CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt, each of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in requirements of each NAVI Milestone must be fully satisfied for such number of one one-hundredths of a Preferred Share as are NAVI Milestone to be purchased considered to be attained, and (i) Milan shall have no further liability in which case certificates for respect of the Preferred Shares represented by such receipts shall be deposited by NAVI Milestone Payment upon delivery of the transfer agent relevant funds in accordance with the depositary agentthis Section 2.4(b) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriatethe Holders will not be entitled to, requisition and Milan will not be liable for, any NAVI Milestone Payment in the event of any partial satisfaction of the requirements relating to such NAVI Milestone. (c) If a Milestone is not attained at any time prior to the expiration of the applicable Milestone Period then, on or before the date that is ten (10) Business Days after the end of such Milestone Period, Milan will deliver to the Rights Agent an Officer’s Certificate (the “Milestone Non-Achievement Certificate”) certifying that the applicable Milestone has not occurred and that Milan has complied in all material respects with its obligations under this Agreement. The Rights Agent will promptly (and in any event, within ten (10) Business Days after receipt) deliver a copy of such Milestone Non-Achievement Certificate to the Holders. The Rights Agent will deliver to Milan a certificate certifying the date of delivery of such certificate to the Holders. (d) If the Rights Agent does not receive from the Company Majority of Holders a written objection to a Milestone Non-Achievement Certificate within thirty (30) Business Days after the amount date of cash delivery of such Milestone Non-Achievement Certificate by the Rights Agent to the Holders, the Holders will be deemed to have accepted such Milestone Non-Achievement Certificate, and Milan and its Subsidiaries will have no further obligation or liability with respect to the determination of the applicable Milestone Payment. (e) Except to the extent any portion of any Milestone Payment is required to be paid in lieu treated as imputed interest pursuant to applicable Law, the parties hereto agree to treat the CVRs and all Milestone Payments for all Tax purposes as consideration for shares of Company Common Stock and Company Options pursuant to the issuance of fractional shares in accordance Merger Agreement, and the parties hereto will not take any position to the contrary on any Tax Return or for other Tax purposes except as required by applicable Law. (f) Milan and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any Milestone Payment otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt respect to the making of such certificates payment under any provision of applicable Law relating to Taxes. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such Tax deductions or depositary receipts, cause the same withholdings or causing any such Tax deductions or withholdings to be delivered made with respect to or upon any Holder, the order of Rights Agent will, to the registered holder extent reasonably practicable, provide notice to the Holder of such Right Certificate, registered potential Tax deduction or withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event withholding amounts; provided that the Company is obligated time period for payment of a Milestone Payment by the Rights Agent set forth in Section 2.4(a) or Section 2.4(b) will be extended by a period equal to issue other securities any delay caused by the Holder providing such forms, provided, further, that in no event shall such period be extended for more than ten (10) Business Days, unless otherwise requested by the Holder for the purpose of the Company, pay cash and/or distribute other property pursuant delivering such forms and agreed to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent. (g) Any portion of a Milestone Payment that remains undistributed to the Holders six (6) months after the Milestone Payment Date (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to Milan or a person nominated in writing by Milan (with written notice thereof from Milan to the Rights Agent), if and when appropriateany Holder will thereafter look only to Milan for payment of such Milestone Payment (which shall be without interest). (h) If any Milestone Payment (or portion thereof) remains unclaimed by a Holder two (2) years after the applicable Milestone Payment Date (or immediately prior to such earlier date on which such Milestone Payment would otherwise escheat to or become the property of any Governmental Authority), such Milestone Payment (or portion thereof) will, to the extent permitted by applicable Law, become the property of Milan and will be transferred to Milan or a person nominated in writing by Milan (with written notice thereof from Milan to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor. Neither Milan nor the Rights Agent will be liable to any Person in respect of a Milestone Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law.

Payment Procedures. Upon receipt (i) At the Closing Date, the Company Shareholder shall deliver to the Purchaser all share certificates formerly representing Company Ordinary Shares, or in the event that any such share certificate has been lost, stolen, or destroyed, an affidavit of a Right Certificate representing exercisable Rights, with lost certificate executed by the Company Shareholder thereof in form of election and substance reasonably satisfactory to purchase and certification duly executed, accompanied by payment Purchaser. (ii) Against delivery to Purchaser of the aggregate Purchase Price for applicable share certificate, or in the total event that any such share certificate has been lost, stolen, or destroyed, an affidavit of lost certificate executed by the Company Shareholder thereof in form and substance reasonably satisfactory to Purchaser, the Parent and/or Purchaser (jointly and severally) shall deliver to the Company Shareholder (i) at the Closing, a check or amount via wire transfer, of immediately available funds, representing the cash amount that the Company Shareholder has the right to receive pursuant to Section 1.3(a), and (ii) promptly after Closing, a certificate representing the number of one one-hundredths shares of Parent Common Stock that the Company Shareholder has the right to receive pursuant to Section 1.3(a). (iii) The Parent or Purchaser shall deliver to Teva at the Closing, a Preferred Share check or amount via wire transfer, of immediately available funds, representing the cash amount that Teva has the right to be purchased receive pursuant to Section1.3(b). (iv) At or promptly following the Closing, and an amount equal to any applicable transfer tax when and if Contingent Payments are required to be paid by the holder of such Right Certificate made in accordance with the provisions of Section 91.11 and Section 1.12 and subject to the Set-Off Rights in connection with each of Milestones 1 through 5, in cash the Parent and/or Purchaser (jointly and severally) shall pay (or by certified or cashier's cause the Company to pay) each of the employees of the Company a check or money order payable to amount via wire transfer, of immediately available funds, representing the order portion of the Company, Employee Closing Payment Amount or the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent portion of the Preferred Shares (Employee Contingent Payment Amount associated with such Contingent Payment, as the case may be, that such employee has the right to receive pursuant to his or make availableher respective Termination and Release on the Closing or upon the payment of such Contingent Payment, if as the Rights Agent is case may be, as set forth opposite such employee’s name on the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased Spreadsheet. The Purchaser may (in which case certificates for it shall cause the Preferred Shares represented by such receipts Company to have sufficient funds to) make all payments required to made to the employees of the Company in respect of each Termination and Release through the Company’s regular payroll system. All amounts payable pursuant to the Termination and Release shall be deposited subject to any withholding of Taxes required by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash Legal Requirements to be withheld and shall be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithout interest.

Payment Procedures. (i) Promptly after the Effective Time and in any event not later than the third business day following the Effective Time, the Surviving Corporation shall cause to be mailed to each Record Holder, as of the Effective Time, of an outstanding Certificate or outstanding Certificates that immediately prior to the Effective Time represented outstanding Shares, which have converted into the right to receive the Per Share Merger Consideration with respect thereto, a form of letter of transmittal in customary form and reasonable instructions for use in effecting the surrender of the Certificates. Upon receipt surrender to the Paying Agent of a Right Certificate representing exercisable RightsCertificate, together with such letter of transmittal, duly completed and validly executed in accordance with the form of election to purchase and certification duly executedinstructions thereto, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate shall be entitled to receive in accordance with Section 9exchange therefor the Per Share Merger Consideration for each Share formerly represented by such Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third business day following the Effective Time (or, solely if delivery of a letter of transmittal (which letter of transmittal shall be in cash or customary form and shall have such provisions as the Company and Parent may reasonably agree) by certified or cashier's each Record Holder of uncertificated Shares represented by book-entry (“Book-Entry Shares”) is required by the Paying Agent, promptly following the Paying Agent’s receipt of such letter of transmittal), the Paying Agent shall issue and deliver to each Record Holder of Book-Entry Shares a check or money order wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of such Book-Entry Shares, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Per Share Merger Consideration payable to in respect of the order Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or if payment of the Rights Agent Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall thereupon promptly (i) (A) requisition from be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer agent and other taxes required by reason of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise payment of the Rights hereunder with Per Share Merger Consideration to a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of Person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Paying Agent that such Right Certificatetax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2(b), registered each Certificate (other than with respect to Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration as contemplated by this Article 3. (ii) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of Shares other than Excluded Shares held of record by DTC or such name or names nominee as may be designated of the Effective Time multiplied by the Per Share Merger Consideration (such holder amount, the “DTC Payment”), and (ivii) when appropriate, if the Closing occurs after receipt, promptly deliver such cash to or upon 10:30 a.m. (St. Louis time) on the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3Closing Date, the Company Paying Agent will make all arrangements necessary so that such other securities, transmit to DTC or its nominees on the first business day after the Closing Date an amount in cash and/or other property are in immediately available for distribution by funds equal to the Rights Agent, if and when appropriateDTC Payment.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent US-DOCS\133785809.2| to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon (a) As promptly as practicable but in no event later than 30 days after each receipt by River or the River Subsidiaries or any of their Affiliates of any Litigation Proceeds (other than Litigation Proceeds received as a result of a Right Settlement Decision) or after a determination that no Litigation Proceeds shall be received, the Parent shall deliver to the Rights Agents a certificate (the "Litigation Proceeds Certificate") setting forth in reasonable detail (i) the amount of any Cash Proceeds received by River or the River Subsidiaries or their Affiliates, if any, (ii) a detailed description of Non-Cash Proceeds received by the River or the River Subsidiaries or their Affiliates, if any, (iii) the fair market value of any Non-Cash Proceeds and the methodology used, and calculations made, to determine such fair market value (it being understood that fair market value shall be determined on an arm's-length basis and without regard to any liens or other encumbrances on the Non-Cash Proceeds granted or created by Parent, River, the River Subsidiaries, or their Affiliates and that Compliance Commitments shall have a fair market value of zero), (iv) an itemized list in reasonable detail of the Claims Expenses incurred to date and any Claim Expenses reasonably expected to be incurred before the Last CVR Payment Date, (v), the calculation of the Preliminary CVR Payment Amount and CVR Payment Amount, if any, through the date of such Litigation Proceeds Certificate, (vi) any assumptions underlying the determination of any item used in making the necessary calculations for such calculations, and (vii) any financial or other documentation reasonably necessary to sufficiently support such calculations. (b) Within 30 days of delivery of the Litigation Proceeds Certificate, each Rights Agent (other than the Independent Rights Agent) shall give written notice to Parent and each other Rights Agent specifying whether he or she agrees with or objects (a "Notice of Agreement" and a "Notice of Objection", respectively) to the Litigation Proceeds Certificate, and the CVR Payment Amount. (c) If all of the Rights Agents (other than the Independent Rights Agent) delivers a Notice of Agreement and any CVR Payment Amount is payable, the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). (d) If any of the Rights Agents (other than the Independent Rights Agent) delivers a Notice of Objection within such 30-day period, the Parent shall continue to hold the amount of cash equal to the CVR Payment Amount in a separate bank account invested in Cash Equivalents until a Resolution is obtained pursuant to the procedures set forth in Section 2.4(e). Any interest generated by such investments or accretions in value resulting from such investments shall be for the benefit of the Holders and shall be used to pay expenses incurred on their behalf, if any, or paid out together with the CVR Payment Amount. (e) Any Rights Agent (other than the Independent Rights Agent) that delivers a Notice of Objection shall as promptly as practicable following delivery of such Notice of Objection deliver to the Parent a certificate (a "Rights Agent Objection Certificate") setting forth in reasonable detail each of the objections to the calculations, valuations, methodologies, lists, computations, assumptions and other information, including, without limitation, the fair market value of any Non-Cash Proceeds (collectively, the "Determinations") that such Rights Agent has to the applicable Litigation Proceeds Certificate. If none of the other Rights Agents (other than the Independent Rights Agent) agrees with such Rights Agent's objections to such Litigation Proceeds Certificate, then the CVR Payment Amount shall be as set forth in such Litigation Proceeds Certificate representing exercisable Rightsand the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). If within ten days of the delivery of the Rights Agents Objection Certificate, any other Rights Agent agrees, in whole or in part, with the form of election to purchase and certification duly executedRights Agent Objection Certificate, accompanied by payment the Rights Agents shall submit the portions of the aggregate Purchase Price for Determinations set forth in the total number Litigation Proceeds Certificate that are in dispute to a mutually agreed upon independent public accounting firm of one one-hundredths national standing that shall have expertise in the valuation of assets and properties (the "Firm"). If a Preferred Share majority of the Rights Agents cannot agree upon the Firm, then the Firm shall be . The Firm shall be instructed to determine whether the Determinations set forth in the Litigation Proceeds Certificate that are in dispute are correct in all material respects. If the Firm determines that such Determinations are correct, the CVR Payment Amount shall be as set forth in the Litigation Proceeds Certificate, and each Rights Agent shall be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate and the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). If the Firm determines that any of the Determinations set forth in the Litigation Proceeds Certificate are incorrect in any respect (whether or not material), the Firm's resulting calculation of the CVR Payment Amount shall be binding on all parties hereto (the "Resolution") and the Parent, upon notice of such Resolution, shall set a CVR Payment Date in accordance with Section 2.5(a). If the Resolution results in the CVR Payment Amount determined by the Parent to be purchased and less than the CVR Payment Amount determined by the Firm, the CVR Payment Amount payable to Holders shall be increased by the interest on such differential calculated from the date 45 days after delivery of the Litigation Proceeds Certificate at an amount interest rate equal to any applicable transfer tax required the average rate actually earned on the CVR Payment Amount determined by the Parent and invested in Cash Equivalents pursuant to Section 2.4(d). All costs and expenses billed by the Firm in connection with the performance of its duties described herein ("Firm Expenses") shall be paid by the holder of such Right Certificate in accordance with Section 9Parent; provided, in cash or by certified or cashier's check or money order payable however, that if no Parent Rights Agents object to the order Litigation Proceeds Certificate and Parent's determination of the CompanyCVR Payment Amount is: (i) greater than or equal to 95% of the CVR Payment Amount determined by the Firm, then 100% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent; (ii) greater than or equal to 85% of the CVR Payment Amount determined by the Firm, but less than 95% of the CVR Payment Amount determined by the Firm, then 50% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent; or (iii) less than 85% of the CVR Payment Amount determined by the Firm, then the Parent shall not be reimbursed for any portion of the Firm Expenses. (f) If any Rights Agent does not deliver a Notice of Agreement or a Notice of Objection to the Litigation Proceeds Certificate within the 30-day period described above, such Rights Agent shall thereupon promptly (i)be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate. (Ag) requisition from Any Litigation Proceeds received after the Acceptance Date but prior to the Effective Time shall, for all purposes under the Agreement, be deemed to have been received on the Closing Date. If the Merger Agreement is terminated after the Acceptance Date but prior to the Effective Time, any transfer agent Litigation Proceeds received after the Acceptance Date but prior to such termination shall, for all purposes under the Agreement, be deemed to have been received on the date of such termination. (h) Notwithstanding the Preferred Shares foregoing, the provisions of this Section 2.4 (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agentother than Section 2.4(g) and the Company hereby directs the depositary agent definition of Litigation Proceeds Certificate) shall not apply to comply with all such requests, (ii) when appropriate, requisition from the Company the amount any Litigation Proceeds Certificate received as a result of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatea Settlement Decision.