Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following Any amount payable to a Tax Indemnitee pursuant to this Exhibit G shall be paid within 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the Effective Time (and in any event within three Business Days), Parent basis for such indemnity and the Surviving Corporation will cause computation of the Payment Agent to mail to each holder of record (as of immediately amount so payable, provided that such amount need not be paid prior to the Effective Time) later of (i) a certificate or certificates that immediately 1 business day prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (date that the “Certificates”); and indemnifiable Taxes are due or (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, amounts which are being contested by the holders of such Uncertificated Shares will be entitled to receive Lessee in exchange therefor an amount in cash equal to good faith or by 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof Tax Indemnitee pursuant to Section 2.71.03, the time such contest is finally resolved. Notwithstanding anything Within 15 days following the Lessee's receipt of the computation of the amount of the indemnity, the Lessee may request that an accounting firm to be jointly selected by the Lessee and such Tax Indemnitee (but not including the accounting firm that regularly prepares the certified financial statements of the Lessee or such Tax Indemnitee unless such firm consists of one of the "Big 5" accounting firms in which case such firm shall be deemed acceptable to the contrary parties) determine whether such computations of the Tax Indemnitee are correct. The computations of such accounting firm shall be final, binding and conclusive upon the parties and the Lessee shall have no right to inspect the books, records or tax returns of the Tax Indemnitee to verify such computation. All fees and expenses payable in this Agreement, no holder of Uncertificated Shares will connection with such verification shall be required to provide a Certificate or borne by the Lessee unless such verification discloses an executed letter of transmittal error adverse to the Payment Agent Lessee of more than 5% of the amount computed by the Tax Indemnitee, in order to receive which case such fees and expenses shall be paid by the payment that such holder is entitled to receive pursuant to Section 2.7Tax Indemnitee.

Payment Procedures. Promptly following the Effective Time (and in any event event, within three 10 Business Days)) following the Effective Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent); ) and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article III, and the Certificates so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration payable upon to the surrender holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Certificates Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant to this Section 2.9(c)effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article III.

Payment Procedures. Promptly following the Pre-Closing Dividend Date, and no later than the third (3rd) Business Day following the Pre-Closing Dividend Date, the Company or the Surviving Corporation, as the case may be, shall cause the Payment Agent to make payment to each holder of Company Shares that is entitled to receive the Pre-Closing Dividend: (A) for each Cash Electing Share, an amount of cash and a number of shares of Class A Stock, if any, in each case as set forth in Section 2.03(d)(1) (less any applicable withholding Taxes payable in respect thereof) and (B) for each Stock Electing Share, an amount of cash, if any, and a number of shares of Class A Stock, in each case as set forth in Section 2.03(d)(2) (less any applicable withholding Taxes payable in respect thereof); provided, in each case, that with respect to any holder of Parent Common Units Election Shares, the Payment Agent shall, in lieu of Class A Stock to be paid pursuant to this sentence with respect to such Company Shares, substitute an equal amount of Parent Common Units in accordance with the Parent Common Units Exchange set forth in Section 2.03(f). For the avoidance of doubt, each holder of Company Shares that receives shares of Class A Stock in the Pre-Closing Dividend (and does not exchange such shares of Class A Stock in the Parent Common Unit Exchange) shall be entitled to dividends declared on or after the Merger Effective Time with respect to such shares of Class A Stock. Promptly following the Merger Effective Time, and no later than the fifth (and in any event within three 5th) Business Days)Day following the Merger Effective Time, Parent and the Surviving Corporation will shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Merger Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); ) which immediately prior to the Merger Effective Time represented outstanding Company Shares and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) ), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.07, (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent); Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Certificates that were converted into the right to receive the Merger Consideration pursuant to Section 2.07, by (y) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable in respect thereof), and the such Certificates so surrendered will shall forthwith be cancelledcanceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will shall 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 Per Share Merger Consideration for each Company Common Stock Share represented by such holder’s transferred Uncertificated Shares; by (2) Shares that were converted into the Per Share Price right to receive the Merger Consideration pursuant to Section 2.07 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will shall forthwith be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. For the avoidance of doubt, in no event shall any holder of Uncertificated Shares be required to deliver a Certificate or executed letter of transmittal to the Payment Agent in order to receive the Merger Consideration. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)2.09. Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Merger Effective Time Time, to evidence only the right to receive the Per Share PriceMerger Consideration (less any applicable withholding Taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (and in any event within three Business Daysthe “Certificates”), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) such Certificates (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title reasonably satisfactory to the Certificates will passCompany and Parent, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or affidavits of loss in lieu thereof) in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the holders of such Certificates will be entitled Paying Agent to receive in exchange therefor an amount in cash equal to pay and deliver as promptly as practicable after the product obtained by multiplying (x) Effective Time the aggregate number of shares of Cash Amount payable for each Company Common Stock Share represented by such Certificate; by (y) the Per Share Price Certificate pursuant to Section 3.7 (less any applicable withholding Taxes payable in respect thereofTax pursuant to Section 3.8(e)), and the Certificates so surrendered will shall forthwith be cancelled. Upon canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) (but in no event later than the case of a book-entry transfer fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the holders extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Shares will be entitled Share pursuant to receive in exchange therefor an amount in cash equal to the product obtained by multiplying Section 3.7. (1iii) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Paying Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares will (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed deemed, from and after the Effective Time Time, to evidence only the right to receive the Per Share PriceMerger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article III.

Payment Procedures. Promptly following the Effective Time (Time, and in any event within three five (5) Business Days)Days thereafter, Parent and the Surviving Corporation will shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); , and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting non-certificated Company Shares and Owned Company Shares) represented by book-entry (the “Uncertificated Shares”) ), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title reasonably satisfactory to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Merger Consideration, and the Certificates so surrendered will shall forthwith be cancelledcanceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1x) the aggregate number of shares of Company Common Stock Shares represented by such holder’s transferred Uncertificated Shares; Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (2y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Merger Consideration, and the transferred Uncertificated Shares so surrendered will shall forthwith be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time to Time, evidence only the right to receive the Per Share PriceMerger Consideration, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the second (2nd) Business Days)Day following the Closing Date, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of (i) a certificate or certificates that immediately prior Merger Consideration pursuant to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Section 2.1, (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying 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 the Certificates and Uncertificated (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Merger Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, 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 holders Paying Agent, the holder of such Certificates will (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 properly surrendered Certificates (2or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest will shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on Company, payment of the Per Share Price payable Merger Consideration upon the due surrender of a Certificate may be paid to such Certificates and Uncertificated a transferee if the Certificate formerly representing such Shares pursuant is presented to this Section 2.9(c). Until so surrenderedthe Paying Agent, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time accompanied by all documents required to evidence only and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, the right Company, the Surviving Corporation, Parent and Merger Sub, as applicable, shall be entitled to receive deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Per Share PriceInternal Revenue Code of 1986, without interest thereonas amended (the “Code”), payable or under any provision of applicable state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and timely and properly 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 thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate which such deduction or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7withholding was made.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the fifth (5th) Business Days)Day following the Effective Time, Parent and the Surviving Corporation will shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (whose shares were converted into the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (right to receive the “Uncertificated Shares”) Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal transmittal, in customary form and substance reasonably satisfactory to the Company (which will approval shall not be unreasonably withheld, conditioned or delayed), with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment AgentExchange 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 and Uncertificated Shares (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon Merger Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Book-Entry Shares, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares will shall be entitled to receive in exchange therefor an amount in cash equal therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the product obtained by multiplying (1) Merger Consideration, into which the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (2) the Per together with any Fractional Share Price (less Cash Amount and any applicable withholding Taxes dividends or other distributions payable in respect thereofpursuant to Section 2.2(c), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices). No interest will shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Certificates Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares on (B) the Per Share Price payable upon Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the surrender payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Certificates Tax either has been paid or is not required to be paid. (iii) The Parties and Uncertificated Shares any other Person that has any withholding obligation with respect to any payment made pursuant to this Section 2.9(cAgreement as determined by such Party or person in good faith shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any payment 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 non-U.S. Tax Law. Until To the extent that amounts are so surrenderedwithheld and paid over to the appropriate Governmental Entity, outstanding Certificates and Uncertificated Shares will such amounts shall be deemed from and after treated for all purposes of this Agreement as having been paid to the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable Person in respect thereof of which the deduction and withholding was made. The Parties shall use reasonable best efforts to reduce or eliminate withholding tax in connection with any payment made pursuant to Section 2.7. Notwithstanding anything 7.3 hereof to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7extent permitted by applicable Law.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and but in any no event within three later than five Business DaysDays following the Effective Time), the Parent and the Surviving Corporation will cause the Payment Paying Agent to mail to each holder of record (as of immediately prior whose Shares were converted into the right to receive the Effective Time) of (i) a certificate or certificates that immediately prior Merger Consideration pursuant to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Section 3.1, (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and that risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as agreed between the Parent and the Company); , and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price payable Merger Consideration. The Exchange Fund shall not be used for any purpose other than to fund payments in respect thereof pursuant to Section 2.7. accordance with this Agreement. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) to the Payment Agent, Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders receipt of an “agent’ s message” by the Paying Agent (or such evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares, and such other documents as may customarily be required by the Paying Agent, including a declaration form in which the holder of record of Certificate Shares states whether the holder is a resident of Israel as defined in the Israeli Tax Code and provides such other information as is required pursuant to the Israeli Tax Code and the Israeli Withholding Tax Ruling, if obtained, the holder of such Certificates will or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (subject to any applicable withholding Tax as specified in cash Section 3.2(b)(iii)) equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Per Share Price Merger Consideration, not later than five (less any applicable withholding Taxes payable 5) Business Day following Payment Agent’s receipt of such Certificates (or affidavit of loss in respect lieu thereof)) or Book-Entry Shares, and the such Certificates so surrendered will forthwith or Book-Entry Shares shall be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price any amount payable upon the surrender of 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, any amounts payable upon due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, is properly endorsed or otherwise in proper form for transfer and Uncertificated Shares pursuant is accompanied by all documents required to evidence and effect such transfer and to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.9(c). Until so surrendered3.2, outstanding Certificates and Uncertificated Shares will each Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender and in accordance with the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. terms hereof the Merger Consideration as contemplated by this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, no each of the Paying Agent, Merger Sub, the Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any holder or former holder of Uncertificated Company Shares will and Company Share Options (in the case of Company Share Options subject to the provisions of Section 3.3 hereunder), such amounts as may be required to provide be deducted or withheld therefrom under the Code, the Israeli Tax Code, or under any provision of state, local, Israeli or other applicable Law or any other applicable legal requirement; provided that (i) if the Israeli Withholding Tax Ruling is obtained, deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, shall be made only in accordance with the provisions of the Israeli Withholding Tax Ruling, and (ii) if any holder of Company Shares provides the Paying Agent, the Parent or the Surviving Corporation with a Certificate valid approval or an executed letter ruling issued by the applicable Governmental Authority regarding the withholding (or reduction or exemption from withholding) of transmittal Israeli Tax from the consideration payable or otherwise deliverable pursuant to this Agreement, which in the reasonable discretion of Israeli counsel to the Payment Agent in order Parent is sufficient to receive enable the payment Parent to conclude that no withholding or a reduced rate of withholding, as applicable, of Israeli Tax is required, then the deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, from the consideration payable to such holder shall be made only in accordance with the provisions of such approval or ruling. To the extent such amounts are so deducted or withheld, (i) the Paying Agent, the Parent and/or the Surviving Corporation, as applicable, shall provide the holder of Company Shares from whom an amount was deducted or withheld with a written notice, as may be required by any applicable Law, stating the amount so deducted or withheld, (ii) 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 (iii) the Paying Agent and/or the Parent shall cause such amounts to be paid to the proper taxing authorities in accordance with applicable Laws not earlier than three (3) Business Days prior to the last day on which such payment is entitled required, provided, however, that any such withheld or deducted amounts (or such applicable portion thereof) shall be released to receive pursuant any holder of Company Shares when and to Section 2.7the extent that the Paying Agent or the Parent has received, at least four (4) Business Days prior to the last day on which the amounts so withheld or deducted must be paid to the applicable authority (and before such amounts are paid), certificates or forms issued by the applicable tax authority as are sufficient, under applicable Law, to establish that withholding is not required, in whole or in part, with respect to Merger Consideration payable to such holder of Company Shares.

Payment Procedures. Promptly following the Effective Time (and in any event within three five (5) Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) subject to the last sentence of this Section 2.9(c), uncertificated shares of Company Common Stock Shares that represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 Shares represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time Time, but in no event more than three (and in any event within three 3) Business DaysDays after the Closing Date, Parent shall cause the Exchange Agent to deliver to each record holder (other than record holders of Cancelled Shares or Appraisal Shares), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) , of (iA) a an outstanding certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and ) or (iiB) uncertificated shares of Company Common Stock that were represented outstanding shares of Company Common Stock by book-entry (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Book-Entry Shares”) (A) a letter of transmittal in customary form (“Letter of Transmittal”) (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Payment Agent); Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and (Bwhich 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 the Certificates and Uncertificated Shares or, in exchange the case of Book-Entry Shares, the surrender of such shares, for payment of the Per Share Price Merger Consideration, together with any amounts payable in respect thereof pursuant to Section 2.7. 3.3(g), if applicable. (ii) Upon surrender of Certificates for cancellation to the Payment AgentExchange Agent of a Certificate or Book-Entry Shares, together with such letter delivery of transmittal, a duly completed and validly executed in accordance with Letter of Transmittal, and such other customary documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates will Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor an amount in cash equal the Merger Consideration that such holder has the right to the product obtained by multiplying (x) the aggregate number of shares receive pursuant to this Article III, together with any amounts payable pursuant to Section 3.3(g), if applicable, for each share of Company Common Stock formerly represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Certificate or Book-Entry Share, and the all Certificates so surrendered will shall be forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration payable upon in respect of the surrender 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 Certificates 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 proper form for transfer and Uncertificated Shares pursuant that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Entity that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.9(c3.3(b)(ii). Until so surrendered, outstanding Certificates each Certificate and Uncertificated Shares will each Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof of such shares of Company Common Stock, together with any amounts payable to such holder pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement3.3(g), no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7if applicable.

Payment Procedures. Promptly following 6.1 Prior to the Closing Date, JAKKS shall appoint American Stock Transfer and Trust Company or another Person (reasonably acceptable to Toymax), to act as the Paying Agent. Prior to or at the Closing, JAKKS shall deposit with the Paying Agent, in trust for the benefit of the holders of Toymax Common Stock outstanding at the Effective Time Time, cash in an amount sufficient to pay the Cash Payment, the Fractional Share Payment, any payment required pursuant to Section 5.6 or, if applicable, pursuant to Section 5.2, the total Merger Consideration (and in any event within three Business Daysthe "Payment Fund"), Parent and shall enter into a written agreement with the Surviving Corporation will Paying Agent under which (i) the Paying Agent shall be required to invest the Payment Fund as directed by JAKKS; (ii) any interest, dividends or other income thereon shall be added to and constitute a portion of the Payment Fund; (iii) if at any time the amount of the Payment Fund shall exceed the amount of the Cash Payment remaining to be paid, the Paying Agent shall be required to, upon request by JAKKS, remit to JAKKS cash in an amount less than or equal to the amount of such excess; and (iv) if at any time the amount of the Payment Fund shall be less than the amount of the Cash Payment remaining to be paid, the Paying Agent shall promptly give to JAKKS Notice to such effect and JAKKS shall promptly deliver to the Paying Agent funds in an amount equal to or greater than the amount of such deficiency. At, or as promptly as practicable after, the Effective Time, JAKKS shall authorize and direct the Paying Agent, as transfer agent and registrar for the JAKKS Stock, to issue certificates representing the Stock Payment to be made to each holder of Toymax Common Stock outstanding at the Effective Time. 6.2 JAKKS shall cause the Payment Agent Paying Agent, promptly after the Effective Time, to mail to each holder of record (as of immediately prior to Toymax Common Stock at the Effective Time, at such holder's address as shown on Toymax's regular stockholders list, (a) a letter of transmittal, in customary form reasonably acceptable to Toymax and the Paying Agent, which shall state that (i) a certificate or certificates that immediately prior such holder is entitled to receive the Effective Time represented outstanding Merger Consideration in respect of the shares of Company Toymax Common Stock (other than Dissenting Company Shares so held by such holder upon surrender of his Certificate or Certificates, as specified therein, including the amount of the Cash Payment, the amount of the Fractional Share Payment, any payment required pursuant to Section 5.6 and Owned Company Shares) (the “Certificates”); number of whole shares of JAKKS Stock comprising the Stock Payment, and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will such surrender shall be effected, and risk of loss and title to the such Certificate or Certificates will pass, shall pass only upon proper delivery thereof to the Paying Agent, and (b) instructions specifying the place at which and the manner in which such Certificate or Certificates are so to be delivered. No fractional share of JAKKS Stock shall be issued as part of the Certificates Merger Consideration, but in lieu thereof, the Fractional Share Payment shall be paid in an amount equal to the Payment Agent); product of the fraction of the share that, but for this provision, would have been issued and (B) instructions for use in effecting $18.797 or, if the Value of JAKKS Stock on the Effective Date is less than $16.9173, the Value of JAKKS Stock on the Effective Date. Upon such surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agentany such Certificate, together with which such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders delivery of such Certificates will other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive the Merger Consideration payable in exchange therefor an amount in cash equal to respect of the product obtained by multiplying (x) the aggregate number of shares of Company Toymax Common Stock represented by such Certificate; by (y) . JAKKS shall thereupon cause the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Paying Agent to promptly mail to such holder at such holder's address as shown on Toymax's regular stockholders list or, and if a different address is indicated on the Certificates so surrendered will forthwith be cancelled. Upon receipt letter of an “agent’s message” by the Payment Agent (or transmittal, such other evidenceaddress (i) a check payable to the order of the holder or, if any, of transfer as the Payment Agent may reasonably request) a different Person is indicated in the case letter of a book-entry transfer of Uncertificated Sharestransmittal, the holders of such Uncertificated Shares will be entitled to receive other Person, in exchange therefor an amount in cash equal to the product obtained by multiplying sum of the Cash Payment, the Fractional Share Payment and any payment required pursuant to Section 5.6, or, if applicable in accordance with Section 5.2, the total Merger Consideration, and (1ii) a certificate representing the aggregate whole number of shares of Company Common JAKKS Stock represented by included in the Stock Payment registered in the name of the holder or, if a different Person is indicated in the letter of transmittal and there is delivered to the Paying Agent such holder’s transferred Uncertificated Shares; by (2) additional documents as the Per Share Price (less Paying Agent may reasonably request to evidence compliance with applicable securities and other Law and the payment in full of any applicable withholding Taxes stock transfer Taxes, such other Person. No interest shall accrue for the benefit of, or be payable to, any such holder on account of the Merger Consideration payable in respect thereof)of such shares of Toymax Common Stock. In the event of a transfer of ownership of any share of Toymax Common Stock which is not registered in the stock transfer records for the Toymax Common Stock, the Paying Agent shall be entitled to, and JAKKS shall cause the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Paying Agent will accept to, pay the Merger Consideration and mail a check and stock certificate therefor to the transferee thereof, if the Certificate representing such Certificates and transferred Uncertificated Shares upon compliance shares is presented to the Paying Agent, together with such reasonable terms and conditions documents as the Payment Paying Agent may impose reasonable request to cause an orderly exchange thereof evidence such transfer and the payment in accordance with normal exchange practices. No interest will full of any applicable stock transfer Taxes. 6.3 Notwithstanding the failure of any Certificate to 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 surrendered as hereinabove provided, each such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrenderedCertificate, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence Time, shall not represent any interest in the Surviving Corporation, or any Assets thereof, but shall represent only the right of the holder thereof at the Effective Time to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof upon surrender of such Certificate pursuant hereto. The stock transfer books of Toymax shall be closed immediately at the Effective Time and no transfer of shares of Toymax Common Stock shall be effective or registered thereafter. 6.4 If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit to such effect by the Person claiming to be the holder of such Certificate and, if required by JAKKS, the posting by such Person of a bond as an indemnity against any claim that may be made against it with respect to such Certificate, JAKKS shall cause the Paying Agent to pay to such Person the Merger Consideration with respect to the shares represented by such Certificate. 6.5 Promptly after the Effective Time, JAKKS shall grant to each holder of an Eligible Option a JAKKS Option payable in respect thereof and issue and mail to such holder, at the address shown in the option agreement or certificate relating to such Eligible Option, a stock option agreement covering such JAKKS Option. 6.6 The Paying Agent shall be entitled to deduct and withhold from the amount of the Merger Consideration otherwise payable pursuant to Section 2.7. Notwithstanding anything this Agreement to any holder of shares of Toymax Common Stock at the Effective Time or any holder of an Eligible Option such amounts as it is required to deduct and withhold with respect to the contrary in payment of the Merger Consideration or the issuance of the JAKKS Option under the Code or any corresponding provision of any other Law relating to Taxes. To the extent that any amount is so withheld, such amount shall be deemed for all purposes of this Agreement, no Agreement to have been paid as part of the Merger Consideration to the holder of Uncertificated Shares will the shares of Toymax Common Stock at the Effective Time or to have been paid to the holder of the Eligible Option that would otherwise have been entitled actually to receive such amount. 6.7 None of JAKKS, the Surviving Corporation, or the Paying Agent, or any officer, employee or agent thereof, shall be required liable to provide any Person in respect of any Merger Consideration that is delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Law. 6.8 If any portion of the Payment Fund remains undistributed six months after the Effective Time, JAKKS shall ensure that the balance thereof shall be delivered to JAKKS or to the Person designated by JAKKS, and any holder of a Certificate that shall not have theretofore complied with the provisions of this Article for the surrender of such Certificate and that shall not have received the Merger Consideration payable in respect thereof shall thereafter look only to JAKKS for the payment of such Merger Consideration. Any portion of the Merger Consideration remaining unclaimed by holders of shares of Toymax Common Stock at the Effective Time five years after the Effective Time (or an executed letter such earlier date as such amount would otherwise escheat to or become the property of transmittal any Governmental Authority) shall, to the Payment Agent in order to receive fullest extent permitted by Law, become the payment that such holder is property of the Surviving Corporation, free and clear of any claims or interests of any Person previously entitled to receive pursuant to Section 2.7thereto.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the fifth Business Days)Day following the Closing Date, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (whose shares were converted into the “Certificates”right to receive the Merger Consideration pursuant to Section 1.4(b); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) , (A) a letter of transmittal in customary form with respect to Book-Entry Shares (to the extent applicable) and Certificates (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment AgentPaying 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 and Uncertificated Shares (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon Merger Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Book-Entry Shares, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares will shall be entitled to receive in exchange therefor an amount in cash equal therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the product obtained by multiplying (1) Merger Consideration into which the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Certificates or Book-Entry Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose have been converted pursuant to cause an orderly exchange thereof in accordance with normal exchange practicesthis Section 2.3. No interest will shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Certificates Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares on (B) the Per Share Price payable upon Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the surrender payment of such Certificates and Uncertificated Shares pursuant the Merger Consideration to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after a Person other than the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no registered holder of Uncertificated Shares will be the Certificate surrendered or shall have established that such Tax either has been paid or is not required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7be paid.

Payment Procedures. (i) Promptly following after the Effective Time (and in any event within but no later than three (3) Business DaysDays after the Effective Time), Parent and the Surviving Corporation Exchange Agent will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that representing outstanding shares of Company Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the a “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated SharesCertificate”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a): (A1) a letter of transmittal in customary form (transmittal, which will shall specify that delivery will shall be effected, and that risk of loss and title to the Certificates held by such holder will pass, only upon proper delivery of the such Certificates to the Payment Agent)Exchange Agent in accordance with the procedures set forth in the letter of transmittal and which shall be in form and substance reasonably satisfactory to Parent and the Company; and and (B2) instructions for use in effecting the surrender of the such Certificates and Uncertificated Shares in exchange for the Per Share Price payable in Merger Consideration with respect thereof to such shares; provided, however, with respect to each holder of Certificates whose shares cease to be Dissenting Shares following the Effective Time pursuant to Section 2.72.05, Parent shall instruct the Exchange Agent promptly after the date on which Parent becomes aware that such Dissenting Shares have ceased to be Dissenting Shares to mail to such holder the letter of transmittal and instructions referred to above with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.03(b)(iii) by, the Exchange Agent of Certificates for cancellation to the Payment Agent, a Certificate (or affidavits of loss in lieu thereof under Section 2.03(g)) together with such the letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates holder thereof will be entitled to receive the Merger Consideration payable in exchange therefor an amount in cash equal to respect of the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock formerly represented by such Certificate; by Certificate surrendered under this Agreement. (yiii) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Exchange Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Exchange Agent may impose to cause effect an orderly exchange thereof of the Certificates in accordance with normal customary exchange practices. (iv) Notwithstanding anything herein to the contrary, any holder of uncertificated shares of Company Common Stock (including any shares held pursuant to the Company Benefit Plans) represented by book entry immediately prior to the Effective Time and whose shares were converted into the right to receive the Merger Consideration (“Book-Entry Shares”), shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares that are converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, cash in an amount equal to the Merger Consideration multiplied by the number of uncertificated shares of Company Common Stock previously represented by such Book-Entry Shares. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares. (v) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (vi) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (vii) At any time after the Effective Time until surrendered as contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a). No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to of the contrary in this Agreement, no holder shares of Uncertificated Shares will be required to provide a Certificate Company Common Stock represented by Certificates or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Book-Entry Shares.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will shall cause the Payment Agent to mail be mailed to each holder of record (as of immediately prior to the Effective Time) Time of (i) a certificate or certificates that (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and or (ii) uncertificated shares of Company Common Stock that represented outstanding by book-entry (“each, a “Book-Entry Share”), in each case, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ax) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Payment AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal); , and (By) instructions for use in effecting the surrender of the Certificates and Uncertificated Book-Entry Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender of Certificates for cancellation to the Payment Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may be required pursuant to such instructions, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal or delivery to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt Payment Agent of an “agent’s message” by the Payment Agent in respect of Book-Entry Shares (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the holders of such Uncertificated Shares will holder shall be entitled to receive in exchange therefor an a check in the amount in cash of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.10(d)) equal to the product obtained by multiplying of (1x) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated properly surrendered Certificates and/or Book-Entry Shares; by , as applicable, and (2y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)per share Merger Consideration, and the transferred Uncertificated Certificates and Book-Entry Shares so surrendered will shall forthwith be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Book-Entry Shares.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the second (2nd) Business Days)Day following the Closing Date, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of (i) a certificate or certificates that immediately prior Merger Consideration pursuant to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Section 2.1, (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying 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 the Certificates and Uncertificated (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Merger Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, 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 holders Paying Agent, the holder of such Certificates will (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 properly surrendered Certificates (2or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest will shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Per Share Price payable Company, payment of Merger Consideration upon the due surrender of a Certificate may be paid to such Certificates and Uncertificated a transferee if the Certificate formerly representing such Shares pursuant is presented to this Section 2.9(c). Until so surrenderedthe Paying Agent, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time accompanied by all documents required to evidence only and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, the right Company, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, shall be entitled to receive deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Per Share PriceInternal Revenue Code of 1986, without interest thereonas amended (the “Code”), payable or under any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity within the time and in the manner required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate which such deduction or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7withholding was made.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time Time, but in no event more than three (and in any event within three 3) Business Days)Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation will to, cause the Payment Paying Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time) , of (iA) a an outstanding certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting or Company Shares and Owned Company Shares) Preferred Stock, as applicable (the “Certificates”); and ) or (iiB) uncertificated shares of Company Common Stock that or Company Preferred Stock, as applicable, represented outstanding shares of Company Common Stock by book-entry (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Book-Entry Shares”) (A) ), a letter of transmittal in customary form (“Letter of Transmittal”) (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Payment Paying Agent); , and which shall be in a customary form (Bincluding customary provisions regarding delivery of an “agent’s message” with respect to Book-Entry Shares) and agreed to by Xxxxxx and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates and Uncertificated Shares or, in exchange the case of Book-Entry Shares, the surrender of such shares, for payment of the Per Share Price payable in respect thereof pursuant to Section 2.7. Merger Consideration. (ii) Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter Paying Agent of transmittal, a Certificate and delivery of a duly completed and validly executed Letter of Transmittal and such other customary documents as may be reasonably required by the Paying Agent or in accordance with the instructions theretocase of Book-Entry Shares, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the holders holder of such Uncertificated Certificate or Book-Entry Shares will shall be entitled to promptly receive in exchange therefor an amount the Merger Consideration (subject to Section 3.3(j)) payable in cash equal to respect of the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented formerly evidenced by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept Certificate or such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicesBook-Entry Share. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration or on any unpaid dividends and other distributions payable upon in respect of the surrender 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 Certificates shares of Company Common Stock or Company Preferred Stock, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares pursuant that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.9(c3.3(b)(ii). Until so surrendered, outstanding Certificates each Certificate and Uncertificated Shares will each Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof of such shares of Company Common Stock or Company Preferred Stock, as applicable, subject to the Surviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time (including pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement3.3(i), no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7as applicable).

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the fifth Business Days)Day following the Closing Date, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (whose shares were converted into the “Certificates”right to receive the Merger Consideration pursuant to Section 1.4(b); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) , (A) a letter of transmittal in customary form with respect to Book-Entry Shares (to the extent applicable) and Certificates (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment AgentPaying 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 and Uncertificated Shares (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon Merger Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Book-Entry Shares, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares will shall be entitled to receive in exchange therefor an amount in cash equal therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the product obtained by multiplying (1) Merger Consideration into which the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Certificates or Book-Entry Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose have been converted pursuant to cause an orderly exchange thereof in accordance with normal exchange practicesthis Section 2.3. No interest will shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Certificates Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares on (B) the Per Share Price payable upon Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the surrender payment of such Certificates and Uncertificated Shares pursuant the Merger Consideration to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after a Person other than the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no registered holder of Uncertificated Shares will be the Certificate surrendered or shall have established that such Tax either has been paid or is not required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7be paid.

Payment Procedures. Promptly following the Effective Time (and but in any no event within three Business Dayslater than five (5) business days thereafter), Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Canceled Company Shares and Owned Dissenting Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent); ) and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated or transfer of Book-Entry Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying or (xii) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Book-Entry Shares, the holders of such Uncertificated Certificates or Book-Entry Shares will shall 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 (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article II, and the transferred Uncertificated Certificates so surrendered or Book-Entry Shares so surrendered will transferred shall forthwith be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated or transfer of Book-Entry Shares pursuant to this Section 2.9(c)2.6. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated or Book-Entry Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following (i) As promptly as practicable after the Effective Time (and but in any no event within three more than four Business DaysDays thereafter), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to Person who was, at the Effective Time, a holder of a Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) of (iother than a Share Certificate representing (A) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (other than Dissenting Company Shares and Owned Company B) Appraisal Shares, which shall be treated in accordance with Section 2.08) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ax) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Share Certificates will or such Book-Entry Shares, as applicable, shall pass, only upon delivery of the Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Payment Agent); Paying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and 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 (By) instructions for use in effecting the surrender of the Share Certificates and Uncertificated or Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Per Share Price payable Merger Consideration as provided in respect thereof pursuant to Section 2.7. 2.01(c). (ii) Upon surrender delivery of Certificates for cancellation to the Payment Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions and procedures (and such other customary documents as may be required pursuant to such instructions or as may reasonably be required by the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereofPaying Agent), and either (A) the surrender to the Paying Agent of Share Certificates so surrendered will forthwith be cancelled. Upon (or affidavits in lieu thereof in accordance with Section 2.02(d)) or (B) the transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Payment Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of transfer surrender with respect to such Book-Entry Shares as the Payment Paying Agent may reasonably request), in each case as contemplated in subsection (i) in the case of a book-entry transfer of Uncertificated Sharesthis Section 2.02(b), the holders holder of such Uncertificated Share Certificates or Book-Entry Shares will shall be entitled to receive receive, in exchange therefor an amount in cash equal and subject to the product obtained by multiplying (1) other provisions of this Article II, the aggregate number of shares Merger Consideration for each share of Company Common Stock formerly represented by such holder’s transferred Uncertificated Share Certificates or Book-Entry Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Share Certificates and Book-Entry Shares so surrendered will shall forthwith be cancelledcanceled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions Until surrendered as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to contemplated by this Section 2.9(c). Until so surrendered2.02, outstanding Certificates and Uncertificated Shares will each Share Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive the Per Share PriceMerger Consideration as contemplated by this Article II. (iii) The Persons who were, without interest thereonat the Effective Time, payable holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in respect thereof pursuant to accordance with Section 2.7. Notwithstanding anything to the contrary 2.01(b) or (ii) Appraisal Shares, which shall be treated in this Agreementaccordance with Section 2.08) held, no holder of Uncertificated Shares will directly or indirectly, through DTC shall not be required to provide deliver a Share Certificate or an executed letter of transmittal to the Payment Paying Agent in order to receive the payment Merger Consideration that such holder is entitled to receive pursuant to this Section 2.72.02. 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 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 Merger pursuant to, and subject to the provisions of, this Section 2.02. (iv) 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 transfer or similar Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of such Share Certificate have been paid or are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Persons in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. Promptly following As soon as possible after the Effective Time (and but in any no event within later than three (3) Business DaysDays thereafter), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate Certificate or certificates Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Excluded Shares and Owned Company Dissenting Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will passor Book-Entry Shares shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent); , and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated or Book-Entry Shares in exchange for to which the Per Share Price payable in respect holder thereof pursuant to Section 2.7is entitled. Upon surrender of Certificates any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Payment Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Paying Agent, the holder of such Certificates will Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor an the amount of Merger Consideration payable in cash equal to in respect of the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares previously represented by such Certificate; Certificate or Book-Entry Shares pursuant to the provisions of this Article II, to be paid within three (3) Business Days (or such longer period required by the Paying Agent) of the Paying Agent’s receipt of such Certificate (yor affidavits of loss in lieu thereof) or Book-Entry Shares, the Per Share Price (less duly executed and completed letter of transmittal and any applicable withholding Taxes payable in respect thereof)other documents as reasonably required by the Paying Agent, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (Certificate or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Entry Shares so surrendered will shall forthwith be cancelledcanceled. The Payment Agent will accept In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificates Certificate shall be properly endorsed or otherwise be in proper form for transfer and transferred Uncertificated Shares upon compliance with the Person requesting such reasonable terms and conditions as payment shall pay any transfer or other Taxes required by reason of the Payment Agent may impose payment to cause an orderly exchange thereof in accordance with normal exchange practicesa Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares accrue on the Per Share Price any cash payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.72.2.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Canceled Company Shares and Owned Dissenting Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent); ) and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated or transfer of Book-Entry Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying or (xii) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Book-Entry Shares, the holders of such Uncertificated Certificates or Book-Entry Shares will shall be entitled to receive receive, and Parent shall cause the Payment Agent to pay, in exchange therefor an amount the Merger Consideration payable in cash equal to the product obtained by multiplying (1) the aggregate number respect of shares of each Company Common Stock Share formerly represented by such holder’s transferred Uncertificated Shares; by (2) Certificate or Book-Entry Share pursuant to the Per Share Price (less any applicable withholding Taxes payable in respect thereof)provisions of this Article II, and the transferred Uncertificated Certificates so surrendered or Book-Entry Shares so surrendered will transferred shall forthwith be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated or transfer of Book-Entry Shares pursuant to this Section 2.9(c)2.7. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated or Book-Entry Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following (i) Each Borrower shall make each payment under this Agreement and under the Effective Time Notes not later than 11:00 a.m. (Houston, Texas time) on the day when due in Dollars or in the applicable currency, to the applicable Administrative Agent at the location referred to in the Notes (or such other location as the applicable Administrative Agent shall designate in writing to the applicable Borrower) in Same Day Funds and, as to payments of principal (other than under Section 2.6), accompanied by a Notice of Optional Payment or Notice of Mandatory Payment, as applicable, from the applicable Borrower, with appropriate insertions. The applicable Administrative Agent will promptly thereafter, and in any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) close of (i) a certificate or certificates that immediately prior business on the day any timely payment is made, cause to be distributed like funds relating to the Effective Time represented outstanding shares payment of Company Common Stock principal, interest or fees ratably (other than Dissenting Company Shares amounts payable solely to the applicable Administrative Agent, the specific Issuing Lender or a specific Lender pursuant to the terms of this Agreement) in accordance with each Lender’s Applicable Pro Rata Share to the Lenders for the account of their respective applicable Lending Offices, and Owned Company Shares) (like funds relating to the “Certificates”); and payment of any other amount payable to any Lender to such Lender for the account of its applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of other amounts due solely to the applicable Administrative Agent, a specific Issuing Lender, the Swing Line Lender, or a specific Lender, the applicable Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement. (ii) uncertificated shares With respect to the repayment or prepayment of Company Common Stock Canadian Advances hereunder, the Canadian Administrative Agent may assume that represented outstanding shares the Canadian Borrower has made such prepayment or repayment, as applicable, on the date designated therefor as described in the Notice of Company Common Stock Optional Payment or Notice of Mandatory Payment, as applicable, and the Canadian Administrative Agent may, in reliance upon such assumption, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than Dissenting Company Shares amounts payable solely to the applicable Administrative Agent, the specific Issuing Lender or a specific Lender pursuant to the terms of this Agreement) in accordance with each Canadian Facility Lender’s Applicable Pro Rata Share to the Canadian Facility Lenders for the account of their respective applicable Lending Offices, and Owned Company Shares) (like funds relating to the “Uncertificated Shares”) payment of any other amount payable to any Canadian Facility Lender to such Canadian Facility Lender for the account of its applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that the Canadian Borrower shall not have so made its payment or prepayment, as applicable, on the designated date therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, each Canadian Facility Lender agrees to immediately repay to the Canadian Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to such Canadian Facility Lender until the date such amount is repaid to the Canadian Administrative Agent, at the lesser of (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); Overnight Rate for such day and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7Maximum Rate. Upon surrender of Certificates for cancellation If such Canadian Facility Lender shall repay to the Payment AgentCanadian Administrative Agent such corresponding amount and interest as provided above, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of corresponding amount so repaid shall constitute such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agentCanadian Facility Lender’s message” by the Payment Agent (or such other evidence, if any, of transfer Advance as the Payment Agent may reasonably request) in the case part of a book-entry transfer Canadian Borrowing for purposes of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time, but in any event no later than three (3) Business Days following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to Person who was, at the Effective Time) , a registered holder of (i) a certificate or certificates that immediately prior Shares entitled to receive the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Merger Consideration pursuant to Section 3.01(a): (A) a letter of transmittal (which shall be in customary form (which will specify that delivery will be effectedfor a company incorporated in the Cayman Islands reasonably acceptable to Parent and the Company, and risk of loss and title to shall specify the Certificates will pass, only upon manner in which the delivery of the Certificates Exchange Fund to registered holders of Shares (other than the Payment Agent); Excluded Shares and the Dissenting Shares) shall be effected and contain such other provisions as Parent and the Company may mutually agree) and (B) instructions for use in effecting the surrender of the Certificates Shares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Company a cash amount in immediately available funds sufficient to make the payments described under Section 3.04(b) and Uncertificated Shares in exchange for Section 3.04(c) and the Per Share Price payable in respect thereof Surviving Company shall make such payments to the Persons entitled to receive such amounts through its payroll or the designated agent of such Persons, subject to all applicable income and employment Taxes and other authorized deductions (including pursuant to Section 2.7. 3.06) as well as completeness of registrations under SAFE Share Incentive Rules and Regulations. (ii) Upon surrender of Certificates for cancellation to the Payment Agent, together Paying Agent of a Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders each registered holder of Shares represented by such Certificates will Share Certificate and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) or the number of Uncertificated Shares multiplied by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Merger Consideration, and the Certificates Share Certificate so surrendered will shall forthwith be marked as cancelled. Upon receipt of an “agent’s message” by . (iii) Prior to the Payment Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (or such other evidence, if any, of transfer A) the Paying Agent will transmit to the Depositary as promptly as reasonably practicable following the Payment Agent may reasonably requestEffective Time (but in any event no later than three (3) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor Business Days) an amount in cash in immediately available funds equal to the product obtained by multiplying of (1x) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares and Dissenting Shares; by ) and (2y) the Per Share Price Merger Consideration, and (less B) the Depositary will distribute the Merger Consideration to holders of ADSs pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares and Dissenting Shares) upon surrender by them of the ADSs. The holders of ADSs shall bear any applicable withholding Taxes fees, charges and expenses of the Depositary and government charges due to or incurred by the Depositary in connection with distribution of the Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such fees, charges and expenses incurred by the Depositary shall be treated for all purposes of this Agreement as having been paid to the holders of ADSs. (iv) No interest shall be paid or will accrue on any amount payable in respect thereof)of the Shares (including Shares represented by ADSs) pursuant to the provisions of this ARTICLE III. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, and the transferred Uncertificated Merger Consideration in respect of such Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid to such transferee upon delivery of evidence to the satisfaction of Parent (or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender any agent designated by Parent) of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything transferee’s entitlement to the contrary in this Agreement, no holder of Uncertificated relevant Shares will be required to provide a Certificate and evidence that any applicable share transfer Taxes have been paid or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7are not applicable.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will Company shall cause the Payment Paying Agent to mail or otherwise disseminate to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Paying Agent); and , and/or (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Acquisition, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereofMerger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the Certificates so surrendered will shall forthwith be cancelledcanceled. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a book-book entry transfer of Uncertificated uncertificated Shares, the holders of such Uncertificated uncertificated Shares will shall be entitled to receive in exchange therefor for the cancellation of such uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereofMerger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the transferred Uncertificated uncertificated Shares so surrendered will shall forthwith be cancelledcanceled. The Payment Paying Agent will shall accept such Certificates and transferred Uncertificated uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated uncertificated Shares pursuant to this Section 2.9(c)2.8. Until so surrendered, outstanding Certificates and Uncertificated uncertificated Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share PriceMerger Consideration, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following (i) As promptly as reasonably practicable after the Effective Time (and in any event within three two Business DaysDays thereafter), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) deliver a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery) (“Letter of Transmittal”) (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will certificates representing the shares of Company Class A Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Payment AgentPaying Agent or, in the case of Company Class A Common Stock in book-entry (the “Book-Entry Shares”); , upon adherence to the procedures set forth in the Letter of Transmittal), which shall be in a customary form and (B) agreed to by the parties prior to the Closing and instructions for use in effecting the surrender of the Certificates and Uncertificated or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration, to each holder of record, as of immediately prior to the Effective Time, of (A) Certificates or (B) Book-Entry Shares. Each holder of Certificates or Book-Entry Shares in exchange may thereafter until the first (1st) anniversary of the Effective Time surrender such Certificates or Book-Entry Shares to the Paying Agent, as agent for such holder, under cover of the Per Share Price payable in respect thereof pursuant to Section 2.7. Letter of Transmittal, if applicable. (ii) Upon surrender of Certificates for cancellation to the Payment AgentPaying Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the holders Paying Agent, the holder of such Certificates will Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Merger Consideration for each share formerly represented by such Certificate; by (y) the Per Certificate or Book-Entry Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith such Certificate or Book-Entry Share shall then be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicescanceled. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration payable upon in respect of the surrender Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the holder of record of such Certificates shares of Company Class A Common Stock, it shall be a condition of payment that such shares of Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares pursuant that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.9(c3.3(b)(ii). Until so surrendered, outstanding Certificates each Certificate and Uncertificated Shares will each Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in Merger Consideration as contemplated by this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article III.

Payment Procedures. Promptly following (a) On or prior to the Effective Time Closing Date, Parent shall select a reputable bank or trust company to act as paying agent in the Merger (the “Paying Agent”). Promptly, and in any event within three (3) Business Days), after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount equal to the total amount required for the payments in Section 2.4(a)(iii) and 2.4(a)(iv). The cash amount so deposited with the Surviving Corporation Paying Agent is referred to as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Paying Agent will cause the Payment Agent to mail to each holder the record holders of record (Company Shares as of immediately prior to the Effective Time) of , whether such Company Shares are represented by Certificates or Book-Entry Shares, (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which will specify including a provision confirming that delivery will of Company Share Certificates or Book-Entry Shares shall be effected, and risk of loss and title to the Company Share Certificates will or Book-Entry Shares shall pass, only upon delivery of the such Company Share Certificates or Book-Entry Shares to the Payment Paying Agent); , and (Bii) instructions for use in effecting the surrender of the Company Share Certificates and Uncertificated or Book-Entry Shares in exchange for the Per Share Price consideration payable in respect thereof pursuant to Section 2.72.4(a)(iii) and 2.4(a)(iv) for the number of Company Shares previously represented by such Company Share Certificates or Book-Entry Shares, together with a duly executed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions by the Paying Agent or Parent. Until surrendered as contemplated by this Section 2.6, all Company Share Certificates or Book-Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration payable pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) as contemplated by Section 2. If any Company Share Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of the consideration payable pursuant to Section 2.4(a)(iii), require the owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Company Share Certificate. (c) Upon surrender of Certificates a Company Share Certificate (or affidavit of loss and bond as indemnity, in accordance with Section 2.6(b), in lieu thereof) or Book-Entry Share for cancellation to the Payment Paying Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holders holder of such Certificates will Company Share Certificate or Book-Entry Share shall be entitled to receive the Per Share Merger Consideration in exchange therefor an amount in cash equal pursuant to Section 2.4(a)(iii), to be mailed (or made available for collection by hand if so elected by the product obtained by multiplying surrendering holder) within five (x5) Business Days following the later to occur of (i) the aggregate number Paying Agent’s receipt of shares of Company Common Stock represented by such Certificate; by the Exchange Fund, and (yii) the Per Paying Agent’s receipt of such Company Share Price Certificate (less any applicable withholding Taxes payable or affidavit of loss and bond as indemnity, in respect accordance with Section 2.6(b), in lieu thereof)) or Book-Entry Share, and the Certificates Company Share Certificate or Book-Entry Share so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent cancelled within five (or such other evidence, if any, of transfer as the Payment Agent may reasonably request5) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying Business Days. (1d) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of the holders of the Certificates and Uncertificated Company Share Certificate or Book-Entry Shares on the Per Share Price consideration payable upon the surrender of to such Certificates and Uncertificated Shares holders pursuant to this Section 2.9(c). Until so surrendered, outstanding Agreement. (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Share Certificates and Uncertificated or Book-Entry Shares will be deemed from and as of the date twelve (12) months after the Effective Time date on which the Merger becomes effective shall be delivered to evidence Parent upon demand, and any holders of Company Share Certificates or Book-Entry Shares who have not theretofore surrendered their Company Share Certificates or Book-Entry Shares in accordance with this Section 2.6 shall thereafter look only the right to receive Parent for payment of the Per Share Price, without interest thereon, payable in respect thereof Merger Consideration pursuant to Section 2.72.4(a)(iii). Notwithstanding anything Parent or as otherwise instructed by Parent shall be the owner of any interest or other amounts earned on the Exchange Fund and Per Share Merger Consideration. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Shares or to any other Person with respect to any Per Share Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. In the event that this Agreement is terminated for any reason and any cash has been transmitted to the contrary in this AgreementPaying Agent, no holder of Uncertificated Shares will such cash shall promptly be required returned to provide a Certificate Parent or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7as otherwise instructed by Parent.

Payment Procedures. Promptly (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 (and or, in any event within three Business Days)the case of clause (y) below, Parent and not later than the date the first payroll checks are paid to employees of the Surviving Corporation will cause following the Payment Effective Time), (x) the Paying Agent to shall mail to each holder of record (as of immediately prior Shares whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Section 2.1, (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other customary provisions as Parent and the Company may mutually agree); , and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price Merger Consideration and (y) the Paying Agent or the Surviving Corporation shall pay to each holder of a Company Stock Option or a Company Stock-Based Award the amount due and payable in respect thereof to such holder pursuant to Section 2.7. 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent, Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Paying Agent, the holder of such Certificates will or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest will be paid or accrued for on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Per Share Price payable Company, a check for any cash to be paid upon the due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Paying Agent shall, at the Surviving Corporation’s request, deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares pursuant or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to this Section 2.9(cbe withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such payment, and pay such amounts to the Surviving Corporation for payment over to the applicable Governmental Entity (as hereinafter defined). Until To the extent that amounts are so surrenderedwithheld or deducted and paid over to the applicable Governmental Entity, outstanding Certificates and Uncertificated such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares will be deemed from and after or holder of the Effective Time to evidence only the right to receive the Per Share PriceCompany Stock Options or Company Stock-Based Awards, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that which such holder is entitled to receive pursuant to Section 2.7deduction and withholding were made.

Payment Procedures. Promptly following (a) The Borrower hereby authorizes the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail charge the Loan Account with the amount of all principal, interest, fees, expenses and other payments to each holder be made hereunder and under the other Loan Documents. The Agent may, but shall not be obligated to, discharge the Borrower's payment obligations hereunder by so charging the Loan Account. (b) Each payment by the Borrower on account of record (as of immediately prior principal, interest, fees or expenses hereunder shall be made to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders the Agent and the Lenders according to the their respective rights thereto. All payments to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M. (New York time) on the due date thereof to the Agent, for the account of the Certificates and Uncertificated Lenders according to their Pro Rata Shares (except as expressly otherwise provided), at the Agent's Payment Account in immediately available funds. Except for payments which are expressly provided to be made (i) for the account of the Agent only or (ii) under the settlement provisions of Section 2.3(i), the Agent shall distribute all payments to the Lenders on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable Business Day following receipt in respect thereof pursuant to Section 2.7like funds as received. Notwithstanding anything to the contrary contained in this Agreement, no holder if a Lender exercises its right of Uncertificated Shares will setoff under Section 11.3 or otherwise, any amounts so recovered shall promptly be required shared by such Lender with the other Lenders according to provide a Certificate their respective Pro Rata Shares. (c) The Agent shall apply all amounts received by it on account of the Obligations from the Borrower, from the Blocked Account Banks or an executed letter of transmittal from any other source first, to fees, costs and expenses, second, to interest and third, to the Payment principal amount of the Obligations, except that, during the continuance of an Event of Default, the Agent may, with the consent of the Required Lenders, apply such amounts to such of the Obligations and in such order as it may elect in its sole and absolute discretion. (d) Whenever any payment to receive be made hereunder shall be stated to be due on a day that is not a Business Day, the payment that may be made on the next succeeding Business Day (except as specified in clause (ii) of the definition of Interest Period) and such holder is entitled to receive pursuant to Section 2.7extension of time shall be included in the computation of the amount of interest due hereunder.

Payment Procedures. (i) Promptly following after the Effective Time (and in any event within three Business DaysDays thereafter), Parent and the Surviving Corporation will Purchaser shall cause the Payment Paying Agent to mail to each record holder of record (as of immediately prior to the Effective Time) , of (ix) a an outstanding certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (a Certificate) or (y) Shares represented by book-entry (Book Entry Shares), other than Dissenting Company Shares and Owned Company in respect of Excluded Shares) : (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A1) a letter of transmittal in customary form (which will specify as reasonably agreed by the parties specifying that delivery will be effected, and risk of loss and title to the Certificates will pass, in the case of Certificates, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof as provided in Section 3.4(e)) to the Payment Paying Agent), or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal; and and (B2) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or effective affidavits of loss in lieu thereof as provided in Section 3.4(e)) or, in the case of Book-Entry Shares, the surrender of such Shares, in exchange for payment of the Per Share Price payable in respect thereof pursuant to Section 2.7. Merger Consideration. (ii) Upon the proper surrender of Certificates for cancellation a Certificate (or effective affidavit of loss in lieu thereof) or of a Book-Entry Share to the Payment Paying Agent, together with such a properly completed letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be requested by the instructions theretoPaying Agent, the holders holder of such Certificates will Certificate or Book-Entry Share shall be entitled to receive in exchange therefor an cash in the amount (after giving effect to any required tax withholdings as provided in cash Section 3.5) equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Certificate or Book-Entry Share multiplied by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Merger Consideration, and the Certificates Certificate or Book-Entry Share so surrendered will forthwith be cancelled. Upon receipt . (iii) No interest will be paid to, or accrued for the benefit of, holders of an “agent’s message” by the Payment Agent Certificates or Book-Entry Shares on any amount payable upon due surrender of the Certificates or Book-Entry Shares. (or such other evidence, if any, iv) In the event of a transfer as the Payment Agent may reasonably request) of ownership of Shares that is not registered in the case transfer records of the Company, cash to be paid upon due surrender of the Certificate may be paid to such a book-entry transfer of Uncertificated Shares, transferee if the holders of Certificate formerly representing such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal is presented to the product obtained Paying Agent, accompanied by multiplying all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (v) If payment of the Merger Consideration is to be made to any 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: (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated SharesCertificate or Book-Entry Share so surrendered shall be properly endorsed, with signature guaranteed, or shall be otherwise in proper form for transfer; by and (2) the Per person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Book-Entry Share Price surrendered or shall have established to the satisfaction of the Paying Agent or Purchaser that such tax either has been paid or is not applicable. (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. vi) The Payment Paying Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to cause effect an orderly exchange thereof of the Certificates in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (and in any event within three two (2) Business Days), Parent and the Surviving Corporation will shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) Time of (i) a certificate one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”” (if any); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Exchange Agent); , and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in to such holder with respect thereof to Company Capital Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal the Merger Consideration payable to the product obtained by multiplying (x) the aggregate number of shares of such holder with respect to Company Common Capital Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Certificates, and the Certificates so surrendered will forthwith be cancelled. Upon Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Capital Stock (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the payment 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” by the Payment Exchange Agent (or such other evidence, if any, of transfer as the Payment Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal the Merger Consideration payable to such holder with respect to the product obtained by multiplying (1) Company Capital Stock it held immediately prior to the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Effective Time, and the transferred Uncertificated Shares so surrendered will shall be cancelled. The Payment Exchange Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Exchange Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Cash Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 2.9(c2.9(d). Until so surrenderedsurrendered or cancelled, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (i) As promptly as practicable (and in any event within three Business Days)two (2) business days) following the Effective Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record of a certificate that represented outstanding shares of Company Common Stock as of immediately prior to the Effective Time (a “Certificate”), and each holder of record of uncertificated shares of Company Common Stock represented by book-entry shares (“Book-Entry Shares”) as of immediately prior to the Effective Time) of , (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ax) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits in lieu thereof as provided in Section 3.7(g)) or Book-Entry Shares to the Payment Agent); , and (By) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or Book-Entry Shares) in exchange for the Per Share Price Merger Consideration issuable and payable in respect thereof pursuant to (in accordance with Section 2.7. 3.6(b)). (ii) Upon surrender of Certificates (or effective affidavits in lieu thereof as provided in Section 3.7(g) or Book-Entry Shares for cancellation to the Payment AgentAgent (or upon receipt of an appropriate agent’s message in the case of Book-Entry Shares), together with such a letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will and/or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal thereof pursuant to the product obtained by multiplying (1) the aggregate number provisions of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledthis Article III. The Payment Agent will shall accept such Certificates and transferred Uncertificated Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange payment thereof in accordance with normal exchange payment practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price any cash amounts payable upon the surrender of such Certificates and Uncertificated or Book-Entry Shares pursuant to this Section 2.9(c)3.7. Until so surrendered, outstanding Certificates and Uncertificated Book-Entry Shares will shall be deemed deemed, from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration issuable and payable in respect thereof pursuant to Section 2.7thereof. Notwithstanding anything to Exchange of Book-Entry Shares shall be effected in accordance with the contrary customary procedures in this Agreement, no holder respect of Uncertificated Shares will be required to provide a Certificate or an executed letter shares represented by book entry on the stock ledger of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Company.

Payment Procedures. Promptly following the Effective Time (and in any event within three (3) Business Days)) following the Effective Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent); Agent and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article III, and the Certificates so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article III.

Payment Procedures. Promptly following the Effective Time (Time, and in any event within three not more than five (5) Business Days)Days thereafter, Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive receive, and the Payment Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive receive, and the Payment Agent shall promptly pay, in exchange therefor 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c2.10(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (i) As soon as reasonably practicable following the Effective Time (and in any event within three Business Days)Closing, Parent and the Surviving Corporation will shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary the form supplied by Parent (which will specify the “Letter of Transmittal”) to each Company Stockholder, Company Warrantholder and each Non-Employee Company Option Holder at the address set forth opposite each such Person’s name on the Closing Spreadsheet. (ii) For Company Stockholders, after receipt by the Payment Agent of a Letter of Transmittal (with respect to shares of Company Capital Stock) and any other documents (including applicable Tax forms and a duly executed Joinder Agreement) that delivery will be effectedParent or the Payment Agent may reasonably require in connection therewith (the “Exchange Documents”), duly completed and risk validly executed in accordance with the instructions thereto and the original certificate representing shares of loss and title Company Capital Stock (a “Company Stock Certificate”) or Affidavit of Loss therefor, Parent shall cause the Payment Agent to pay to the Certificates will pass, only upon delivery holder of such Company Stock Certificate in exchange therefor that portion of the Certificates Merger Consideration payable in respect thereto pursuant to Section 1.3(b)(i)-(x) (less (A) the Payment Agentcash amounts to be withheld and deposited in the Escrow Fund on such holder’s behalf pursuant to Section 2.3(b)(ii); and , and, if applicable, (B) instructions for use in effecting the surrender of cash amounts to be deposited with the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof Stockholders’ Representative on such holder’s behalf pursuant to Section 2.72.3(b)(iii)), and the Company Stock Certificate so surrendered shall be cancelled. Upon surrender No portion of Certificates for cancellation the Merger Consideration shall be paid or payable to the holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (or Affidavit of Loss therefor) and validly executed Exchange Documents in accordance with the terms and conditions hereof. (iii) For Company Warrantholders and Non-Employee Company Option Holders, after receipt by the Payment AgentAgent of the Exchange Documents and any other documents (including applicable Tax forms) that Parent or the Payment Agent may reasonably require in connection therewith (which for the avoidance of doubt, together with such letter will not include a Joinder Agreement), each of transmittal, which shall be duly completed and validly executed in accordance with the instructions thereto, Parent shall cause the holders of such Certificates will be entitled Payment Agent to receive pay to the applicable Company Warrantholder or Non-Employee Company Option Holder in exchange therefor an amount in cash equal to that portion of the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereofthereto pursuant to Section 1.3(c)(i) and Section 1.3(d) (as applicable), and . No portion of the Certificates so surrendered will forthwith Merger Consideration shall be cancelled. Upon receipt of an “agent’s message” by paid or payable to a Company Warrantholder or Non-Employee Company Option Holder without executed Exchange Documents in accordance with the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7hereof.

Payment Procedures. Promptly following As soon as reasonably practicable after the Effective Time (and in any event within three five Business Days), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record of Shares (as of immediately prior other than Shares to the Effective Timebe cancelled in accordance with Section 2.4(b) of (iand Dissenting Shares) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting The Depository Trust Company Shares and Owned Company Shares(“DTC”)) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Aa) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent); Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (Bb) instructions for use in effecting the surrender of the such Certificates and (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the Per Share Price applicable Merger Consideration payable in respect thereof pursuant to Section 2.7such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of Certificates for cancellation a Certificate or Uncertificated Shares to the Payment Agent, Paying Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be requested by the Paying Agent, or, in the case of DTC, the holders customary surrender procedures of DTC and the Paying Agent, the holder of such Certificates will Shares shall be entitled to receive in exchange therefor for such properly surrendered Shares, and Parent and the Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Certificate or Uncertificated Shares, as the case may be, multiplied by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Merger Consideration, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (Certificate or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will shall forthwith be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares will accrue on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Merger Consideration payable.

Payment Procedures. Promptly (i) As promptly as practicable following the Effective Time (and in any event within three not later than the third (3rd) Business Days)Day thereafter, Parent and the Surviving Corporation will Company shall cause the Payment Paying Agent to mail (and to make available for collection by hand) to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate Certificate or certificates Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (transmittal, which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Payment Agent); Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated or Book-Entry Shares in exchange for the Per Merger Consideration into which the number of Company Common Shares previously represented by such Certificate or Book-Entry Share Price payable in respect thereof shall have been converted pursuant to Section 2.7this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than three (3) Business Days after the Effective Time. Upon surrender of Certificates for cancellation (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Payment Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Company Common Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily and reasonably be required by the holders Paying Agent, the holder of such Certificates will (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash equal to the product obtained by multiplying of (xA) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; by holder’s properly surrendered Certificates (yor effective affidavits of loss in lieu thereof) or Book-Entry Shares and (B) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable in respect thereofTaxes), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Company Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable share transfer and other applicable Taxes have been paid or are not applicable. The Merger Consideration, paid in full (less any applicable withholding Taxes) with respect to any Company Common Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Share. (ii) 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 withheld or deducted under the Internal Revenue Code of 1986 (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 (A) shall be remitted by the applicable entity to the appropriate Governmental Entity and (B) 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. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the benefit reduction or elimination of holders of the Certificates any such deduction and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7withholding.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the third Business Days)Day following the Closing Date, Parent and the Surviving Corporation will shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting or Company Shares and Owned Company Shares) (Preferred Stock whose shares were converted into the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (right to receive the “Uncertificated Shares”) Merger Consideration or the Preferred Merger Consideration, as applicable, pursuant to Section 2.1, (A) a letter of transmittal in customary form with respect to Book-Entry Shares (to the extent applicable) and Certificates (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment AgentExchange 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 and Uncertificated Shares (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon Merger Consideration or the Preferred Merger Consideration, as applicable. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Book-Entry Shares, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares will shall be entitled to receive in exchange therefor an 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 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 equal lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration or Preferred Merger Consideration, as applicable, is to be made to a Person other than the product obtained by multiplying Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (1A) the aggregate number Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of shares the payment of the Merger Consideration or Preferred Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Exchange Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable to holders of Company Common Stock represented by or Company Preferred Stock pursuant to this Article 2 such holder’s transferred Uncertificated Sharesamounts 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; by it being understood that, provided that the representation and warranty of the Company in Section 3.15(c) is true and correct as of the Effective Time, no deduction or withholding shall be made under the Laws of Canada (2or any province thereof) the Per Share Price from any such amounts (less other than, for greater certainty, (A) any applicable withholding Taxes payable dividend or other distribution referenced in respect thereofSection 2.2(c), and (B) amounts referred to in Section 2.3 that are attributable to personal services performed by the transferred Uncertificated Shares so surrendered will applicable payee in Canada or any province thereof or by an applicable payee who is a resident, for income Tax purposes, of Canada) except to the extent that any such deduction or withholding shall be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof required by a change in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and Law after the Effective Time date of this Agreement. To the extent that amounts are so deducted or withheld and timely paid over to evidence only the right relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to receive the Per Share Price, without interest thereon, payable Person in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate which such deduction or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7withholding was made.

Payment Procedures. Promptly following (i) As soon as possible after the Effective Time (and in any event within three (3) Business DaysDays thereafter), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate Certificate or certificates Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Excluded Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will passshall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Payment Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree); , (B) a draft of the declaration, in a form reasonably agreed by the Parties, in which the beneficial owner of Company Stock provides certain declarations and information necessary for Parent to determine, reasonably and in good faith, the Tax amounts (if any) which need to be withheld from the consideration payable to such beneficial owner pursuant to the terms of the Ordinance, the Code, or any provision of state, local, Israeli or foreign Law (a “Tax Declaration”), and (BC) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or affidavits of loss in lieu thereof) in exchange for the Per Share Price payable in respect Merger Consideration to which the holder thereof pursuant to Section 2.7is entitled. Upon surrender of Certificates for cancellation any Certificate (or affidavit of loss in lieu thereof) to the Payment Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, the holders Tax Declaration, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificates will Certificate shall be entitled to receive in exchange therefor an amount of cash in cash immediately available funds equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable required Tax withholdings as provided in respect thereofSection 2.08(h)), and the Certificates Certificate so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by In the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case event of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number ownership of shares of Company Common Stock represented by that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable Certificate shall be properly endorsed or otherwise be in respect thereof), proper form for transfer and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept Person requesting such Certificates and transferred Uncertificated Shares upon compliance with payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such reasonable terms and conditions as Certificate or establish to the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicessatisfaction of Parent that such Tax has been paid or is not applicable. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares accrue on the Per Share Price any cash payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. 2.08. (ii) Notwithstanding anything to the contrary in this Agreement, no any holder of Uncertificated Book-Entry Shares will shall deliver to the Paying Agent the Tax Declaration, but shall not be required to provide deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such share of Company Stock (less any required Tax withholdings as provided in Section 2.72.08(h)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. Promptly following (a) If a Distribution Triggering Monetization Event occurs, then no later than the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) later of (i) the date upon which the financial information with respect to the CVR Asset Pool for the calendar quarter immediately preceding the calendar quarter in which such Distribution Triggering Monetization Event occurs is required to be provided to the CVR Agent pursuant to Section 4.3(a) and (ii) the date that is thirty (30) days following such Distribution Triggering Monetization Event, the Company shall deliver to the CVR Agent and the CVR Agent shall, pursuant to the confidential, password-protected website that shall be established and administered by the CVR Agent pursuant to Section 4.3(b) make available a certificate with the calculation of Adjusted EBITDA for the Measurement Period for all Hotel Properties in the CVR Asset Pool individually and in the aggregate, and individually for any Hotel Property that was sold prior to such Distribution Triggering Monetization Event in a sale that qualified or certificates did not qualify as a Qualifying CVR Asset Pool Sale, the corresponding Adjusted EBITDA Threshold for each such Hotel Property, and the Company’s calculation of the Net Proceeds from CVR Asset Pool, the Total CVR Pool Amount (if different from the Net Proceeds from CVR Asset Pool) and the Total Distributable Amount with respect to such Distribution Triggering Monetization Event (the “Calculation Certificate”), which such Calculation Certificate and the information contained therein shall be deemed to be Confidential Information pursuant to this Agreement and subject to the terms and provisions of Section 4.3(b) hereof. The Company shall Make Available notice of the fact that immediately such Calculation Certificate has been made available on such confidential website. If such Distribution Triggering Monetization Event is the consummation of the direct or indirect sale of All or Substantially All of the Assets and not all of the assets included in the CVR Asset Pool have been sold or the consideration payable in such Distribution Triggering Monetization Event could result in all or any portion of a Holdback Amount becoming payable in accordance with Section 2.4(d)(iii), the Calculation Certificate shall also so indicate and state that the Holders may be entitled to receive an additional cash payment with respect to the remaining assets in the CVR Asset Pool that were not sold in such Distribution Triggering Monetization Event or the Holdback Amount. If an Independent Valuer is appointed pursuant to Section 2.4(e), then on or prior to the Effective Time represented outstanding shares twenty-fifth (25th) Business Day prior to the Final Payment Date, the Company will deliver a Calculation Certificate (which Calculation Certificate shall also include the Value calculated in accordance with Section 2.4(b)(ii)(B) and information regarding any elections made by the Company pursuant to Section 2.4(d)(vi)) to the CVR Agent and make available such Calculation Certificate in accordance with the first sentence of Company Common Stock this Section 2.5(a). (other than Dissenting Company Shares and Owned Company Sharesb) Subject to Section 2.5(d), during the twenty (20) Business Day period after the Calculation Certificate is made available to Holders in accordance with Section 2.5(a) (the “CertificatesObjection Period”); , the Majority of Holders may send a notice duly and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) validly executed by such Holders (the “Uncertificated SharesNotice of Objection”) (A) to the CVR Agent and the Company detailing their objection to any calculation of a letter Total Distributable Amount hereunder as set forth in the Calculation Certificate by providing a reasonable, good faith basis for their objection; provided however such objection may not relate to any item determined by the Independent Valuer or Independent Investment Banker. Following the receipt of transmittal in customary form (which will specify that delivery a Notice of Objection, the Company shall permit, and shall cause its Subsidiaries to permit, the Independent Accountant to have access to the records of the Company or its Subsidiaries as may be reasonably necessary to investigate the basis for the Notice of Objection. Any dispute arising from a Notice of Objection will be effected, and risk of loss and title to resolved by the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed Independent Accountant in accordance with the instructions theretoprocedure set forth in Section 2.6, which decision will be final, conclusive and binding on the parties hereto and every Holder (absent manifest error). If a Notice of Objection has not been delivered to the Company within the Objection Period, then the Company’s calculations in the Calculation Certificate will be final, conclusive and binding on the parties hereto and every Holder for all purposes of this Agreement. (c) If, following the delivery of a Calculation Certificate and the Objection Period or, if applicable, completion of the procedure set forth in Section 2.6(a) with respect to a Distribution Triggering Monetization Event or the Final Payment Date Distribution (with respect to which an Independent Valuer has been appointed pursuant to Section 2.4(e)) for which a Notice of Objection has been duly and validly executed by the Majority of Holders and timely delivered to the CVR Agent, there is a Total Distributable Amount distributable to the Holders with respect to such Distribution Triggering Monetization Event or Final Payment Date Distribution, the holders Company will deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Distribution Triggering Monetization Event or Final Payment Date. On the date (a “CVR Payment Date”) that is not more than five (5) Business Days after receipt of such Certificates Total Distributable Amount (and which shall, if with respect to a distribution with respect to the Final Payment Date, be the Final Payment Date), the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (d) If a Final Payment Date Distribution is payable to the Holders on the Final Payment Date pursuant to Section 2.4(g) and no Independent Valuer has been appointed pursuant to Section 2.4(e), the Company will, on the fifth (5th) Business Day prior to the Final Payment Date, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount to be distributed on the Final Payment Date. Holders shall have no right to object to the calculation of this amount pursuant to Section 2.5(b) or otherwise. On the Final Payment Date, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount either by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company, with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (e) If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and all of the consideration received in respect of the applicable Holdback Amount was cash, the Company will, within ten (10) Business Days after receipt of the cash consideration in respect of the applicable Holdback Amount, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and some or all of the consideration received in respect of the applicable Holdback Amount was non-cash consideration, the Company will, within ten (10) Business Days after the final determination by the Independent Investment Banker of the Value of such non-cash consideration portion of the Holdback Amount in accordance with Section 2.4(f)(ii), deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. In the case of either of the preceding two sentences of this Section 2.5(e), on the date (a “Holdback Payment Distribution Payment Date”) that is not more than five (5) Business Days after receipt of such Total Distributable Amount, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount in respect of such Holdback Payment Distribution by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (f) The Company and the CVR Agent will be entitled to receive in exchange therefor an deduct and withhold, or cause to be deducted or withheld, from the Total Distributable Amount or any other amount in cash equal payable to the product obtained Holders pursuant to this Agreement, such amount as the Company or the CVR Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax law. The Holders will deliver to the Company and/or the CVR Agent, as applicable, at the time or times reasonably requested by multiplying the Company and/or the CVR Agent, as applicable, such properly completed and executed documentation reasonably requested by the Company and/or the CVR Agent, as applicable, as will permit the Company and/or the CVR Agent to determine the appropriate amount of withholding. To the extent that amounts are so withheld are paid over to or deposited with the relevant Governmental Entity, withheld amounts will be treated for all purposes of this Agreement as having been paid to a Holder in respect of which such deduction and withholding was made. (xg) The CVR Agent shall have no duty or obligation to calculate, verify or confirm the aggregate number accuracy, validity or sufficiency of shares any Total Distributable Amount or any other amount under this Agreement. (h) The Company’s and CVR Agent’s obligation to pay any Total Distributable Amount shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any judgment, injunction or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of any Total Distributable Amount and the payments being otherwise lawful. (i) If the Company Common Stock represented requests in writing to the CVR Agent, any funds comprising the cash deposited with the CVR Agent under Section 2.5(c), Section 2.5(d) or Section 2.5(e) that remain undistributed to the Holders twelve (12) months after a CVR Payment Date, the Final Payment Date or a Holdback Payment Distribution Payment Date, as applicable, shall be delivered to the Company by the CVR Agent and any Holders who have not theretofore received payment in respect of such Certificate; by (y) Contingent Value Rights shall thereafter look only to the Per Share Price (less Company for payment of such amounts, subject to any applicable withholding Taxes payable escheatment laws in effect from time to time. Upon delivery of such funds to the Company, the escheatment obligations of the CVR Agent with respect thereofto such funds shall terminate. Notwithstanding any other provisions of this Agreement, any portion of the funds provided by or on behalf of the Company to the CVR Agent that remains unclaimed one hundred and eighty (180) days after termination of this Agreement in accordance with Section 7.7 (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) shall, to the extent permitted by law, become the property of the Company, free and clear of any claims or interest of any person previously entitled thereto, subject to any applicable escheatment laws in effect from time to time. (j) All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services hereunder shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company, and such funds shall be free of any claims by the Company other than reversionary rights and as set forth in Section 2.5(i), and separate from any potential bankruptcy estate of the Certificates so surrendered will forthwith be cancelledCompany. Upon receipt Computershare shall have no responsibility or liability for any diminution of an “agent’s message” the funds that may result from any deposit made by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof Computershare in accordance with normal exchange practices. No interest will be paid this paragraph, including any losses resulting from a default by any bank, financial institution or accrued for the benefit other third party, except as a result of holders Computershare’s willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender a court of such Certificates and Uncertificated Shares pursuant to this Section 2.9(ccompetent jurisdiction). Until so surrenderedComputershare may from time to time receive interest, outstanding Certificates and Uncertificated Shares will dividends or other earnings in connection with such deposits. Computershare shall not be deemed from and after obligated to pay such interest, dividends or earnings to the Effective Time to evidence only the right to receive the Per Share PriceCompany, without interest thereon, payable in respect thereof pursuant to Section 2.7any Holder or any other party. Notwithstanding anything to the contrary in this Agreementherein, no holder of Uncertificated Shares will Company shall be required responsible for providing Computershare with sufficient funds to provide a Certificate or an executed letter of transmittal satisfy its payment obligations to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Holders.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares) of (i) a certificate one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Dissenting Owned Company Shares and Owned Dissenting Company Shares, as applicable) (the “Certificates”” (if any); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); , and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in with respect thereof to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; Certificates by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the holders of such Uncertificated Shares 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; Shares by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 surrenderedsurrendered 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, Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent); ) and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article II, and the Certificates so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting non-certificated Company Shares and Owned Company Shares) represented in book-entry form (the “Uncertificated Shares”) ), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title reasonably satisfactory to the Certificates will passCompany and Parent, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or affidavits of loss in lieu thereof) in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable in respect thereofTax pursuant to Section 2.8(e)), and the Certificates so surrendered will shall forthwith be cancelledcanceled. Upon Notwithstanding the foregoing, upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1x) the aggregate number of shares of Company Common Stock Shares represented by such holder’s transferred Uncertificated Shares; Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (2y) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable Tax deductible in respect thereofthereof pursuant to Section 2.8(e)), and the transferred Uncertificated Shares so surrendered will transferred shall forthwith be cancelledcanceled. The Payment Paying Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares will (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed deemed, from and after the Effective Time Time, to evidence only the right to receive the Per Share PriceMerger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 2.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the second Business Days)Day following the Effective Time, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ax) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify); , and (By) instructions for use in effecting the surrender of the Certificates and Uncertificated (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price Merger Consideration. On the Closing Date, Parent shall cause the Paying Agent also to deliver, or cause to be delivered, to each holder of a Company Stock Option by wire transfer the amount due and payable in respect thereof to such holder pursuant to Section 2.7. 5.5 hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent together with, together with in the case of Certificates, such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates will or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest will be paid or accrued for on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Per Share Price payable Company, a check for any cash to be paid upon the due surrender of the Certificate or Book-Entry Share may be paid to such Certificates a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to evidence that any applicable stock transfer Taxes (as defined in Section 3.15(b)) have been paid or are not applicable. Until surrendered as contemplated by this Section 2.9(c). Until so surrendered2.2, outstanding Certificates and Uncertificated Shares will each Certificate or Company Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Per Share Priceapplicable Merger Consideration as contemplated by this Article II. (iii) For the avoidance of doubt, without interest thereonthe Paying Agent, the Surviving Corporation and Parent shall each 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, 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 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 (as defined in Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options, in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that which such holder is entitled to receive pursuant to Section 2.7deduction and withholding were made.

Payment Procedures. Promptly following the Effective Time Closing (and in any event within three (3) Business DaysDays following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Company Shares, as applicable) (the “Certificates”); and ) or (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Company Shares, as applicable) (the “Uncertificated Shares”) ): (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares Shares, as applicable, in exchange for the Per Share Price Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.13), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.13), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c2.10(c). Until so surrendered, 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, Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (and but in any no event within three Business Daysmore than ten (10) business days thereafter), Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent); , and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article II, and the Certificates so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly (i) As promptly as practicable following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail (and to make available for collection by hand) to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate Certificate or certificates Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (transmittal, which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Payment Agent); Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated or Book-Entry Shares in exchange for the Per Merger Consideration into which the number of shares of Common Stock previously represented by such Certificate or Book-Entry Share Price payable in respect thereof shall have been converted pursuant to Section 2.7this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than five (5) Business Days after the Effective Time. Upon surrender of Certificates for cancellation (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Payment Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily and reasonably be required by the holders Paying Agent, the holder of such Certificates will (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash equal to the product obtained by multiplying of (xA) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 properly surrendered Certificates (2or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (B) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable in respect thereofTaxes), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such shares of 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 and other applicable Taxes have been paid or are not applicable. The Merger Consideration, paid in full (less any applicable withholding Taxes) with respect to any share of Common Stock in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Common Stock. (ii) 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 withheld or deducted under the Internal Revenue Code of 1986 (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 (A) shall be remitted by the applicable entity to the appropriate Governmental Entity and (B) 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. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the benefit reduction or elimination of holders of the Certificates any such deduction and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7withholding.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (ix) a certificate or certificates that (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book Entry Shares”), which, in each case, represented, immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent); Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable, and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated or Book-Entry Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article III. Upon surrender of Certificates or Book-Entry Shares for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article III, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Entry Shares so surrendered will shall forthwith be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article III.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but in no event later than (x) two Business Days following the Effective Time with respect to Cede & Co. and (and in any event within three y) five Business DaysDays following the Effective Time with respect to all other holders), Parent and will instruct the Surviving Corporation will cause the Payment Paying Agent to mail to each holder of record (as of immediately prior whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Section 3.1, (A) a form of letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and that risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are consistent with the terms of this Agreement); , and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Merger Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) to the Payment Agent, Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Entry Shares, and such other documents as may customarily be required by the holders Paying Agent, the holder of such Uncertificated Certificates or Book-Entry Shares will shall be entitled to receive promptly in exchange therefor an amount (subject to any applicable withholding Tax as specified in cash Section 3.2(b)(iii)) equal to the product obtained by multiplying of (1x) the aggregate number of shares of Company Common Stock Shares represented by such holder’s transferred Uncertificated Shares; properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book- Entry Shares multiplied by (2y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Merger Consideration, and the transferred Uncertificated such Certificates or Book-Entry Shares so surrendered will shall be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price any amount payable upon the surrender of 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, any amounts payable upon due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, is properly endorsed or otherwise in proper form for transfer and Uncertificated Shares pursuant is accompanied by all documents required to evidence and effect such transfer and to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.9(c). Until so surrendered3.2, outstanding Certificates and Uncertificated Shares will each Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender and in accordance with the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7terms hereof the Merger Consideration as contemplated by this Article III. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Uncertificated Book-Entry Shares will shall not be required to provide deliver a Certificate or an executed letter of transmittal to the Payment Paying Agent in order to receive the payment amount of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 2.7this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, each of Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold, or cause the Paying Agent to deduct or withhold, from the consideration otherwise payable under this Agreement to any holder of Shares, Restricted Stock Units or Company Stock Options such amounts as are required to be withheld or deducted under the Code or any applicable provision of U.S. state, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Restricted Stock Units or Company Stock Options in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (a) Within ten (10) Business Days following receipt of any LO2A Consideration by the Effective Time Wize Subsidiaries, or to the extent applicable, by Wize, Wize shall deliver to the Rights Agent (and in any event within three Business Daysx) an Officer’s Certificate certifying the CVR Payment Amount, if any, received by the Wize Subsidiaries, or to the extent applicable, Wize (or its Affiliates), Parent with a copy to the Holders’ Representative (the “CVR Certificate”) and (y) the Surviving Corporation CVR Payment Amount. If the CVR Payment Amount is to be paid in cash, then such amount will cause be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent, the applicable CVR Payment Amount, if any. To the extent that any CVR Payment Amount is paid to the Rights Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the Holders and any delay, failure or mistake in payment by Rights Agent shall not be the liability or obligation of Wize or the Wize Subsidiaries, as applicable (it being clarified such delay, failure or mistake in payment by Rights Agent being treated, and subject to mail the liability limitations, set forth in Article III). If the Wize Subsidiaries, or to each holder of record the extent applicable, the Company fails to timely deliver the CVR Payment Amount (as may be adjusted upwards following resolution of immediately a disagreement underlying a Notice of Objection) due hereunder to the Rights Agent, other than due to reasons which are a ‘force majeur’ or act of God, then, without derogating from the other rights and remedies available herein, such CVR Payment Amount shall bear a default interest of 6% per annum (from the date it was due until the transfer date) and such default interest shall be added to, and become part of, the CVR Payment Amount. (b) On or prior to the Effective Time) 10th Business Day immediately following delivery of the CVR Certificate and the applicable CVR Payment Amount to the Rights Agent in accordance with Section 2.05, the Rights Agent shall (i) send each Holder a certificate or certificates that immediately prior copy of such CVR Certificate to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); such Holder’s registered address and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (distribute the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the CVR Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidenceAmount, if any, to the Holders pro rata in accordance with their respective CVRs as reflected on the CVR Register, by checks (if such payment is to be made in cash) mailed to the respective addresses of transfer such Holders as the Payment Agent may reasonably request) reflected in the CVR Register (the earlier of such 10th Business Day and the date on which the Rights Agent distributes the CVR Payment in accordance with this subsection(b), in each case of if a book-entry transfer of Uncertificated SharesCVR Payment Amount shall have been required to be delivered to the Rights Agent in accordance with Section 2.05, the holders of such Uncertificated Shares will “CVR Payment Date”). (c) The Wize Subsidiaries, or to the extent applicable, Wize shall be entitled to receive in exchange therefor an amount in cash equal deduct and withhold, or cause 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 (less any applicable withholding Taxes be deducted or withheld, from each CVR Payment Amount otherwise payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c)Agreement, such amounts as Wize or the applicable subsidiary of Wize is required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax law. Until To the extent that amounts are so surrenderedwithheld or paid over to or deposited with the relevant governmental entity, outstanding Certificates such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holders in respect of which such deduction and Uncertificated Shares will withholding was made. The Wize Subsidiaries, or to the extent applicable, the Company and the Holders’ Representative may agree to defer any payment of the CVR Payment Amount as needed to secure a tax ruling or other procedure that would allow Wize to refrain from deducting or reduce the amount to be deemed deducted, at source from and the CVR Payment Amount. (d) Any portion of a CVR Payment Amount that remains undistributed by the Rights Agent to the Holders (including by means of uncashed checks or invalid addresses on the CVR Register) twelve (12) months after the Effective Time relevant CVR Payment Date shall be delivered by the Rights Agent to evidence Wize, and any Holder shall thereafter look only the right to receive the Per Share PriceWize for payments of such CVR Payment Amount, without interest thereoninterest, payable but such Holder shall have no greater rights against Wize than those accorded to general unsecured creditors of Wize under applicable law. Neither Wize nor the Rights Agent shall be liable to any Holder in respect thereof of any cash delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar law. If any checks delivered pursuant to Section 2.7. Notwithstanding anything the provisions hereof shall not have been cashed prior to the contrary date on which the cash in this Agreementrespect of such checks would otherwise escheat to or become the property of any governmental authority, no holder any cash in respect of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal such checks shall, to the Payment Agent in order extent permitted by law, immediately prior to receive such time become the payment that such holder is entitled to receive pursuant to Section 2.7property of Wize. Thereafter, Wize shall be responsible for compliance with unclaimed property obligations.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Canceled Company Shares and Owned Dissenting Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent); ) and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated or transfer of Book-Entry Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying or (xii) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Book-Entry Shares, the holders of such Uncertificated Certificates or Book-Entry Shares will shall 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 (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article II, and the transferred Uncertificated Certificates so surrendered or Book-Entry Shares so surrendered will transferred shall forthwith be cancelledcanceled. The Payment Agent will shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated or transfer of Book-Entry Shares pursuant to this Section 2.9(c)2.8. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated or Book-Entry Shares will shall be deemed from and after the Effective Time Time, to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. Promptly following the Effective Time Closing (and in any event within three Business DaysDays following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); and or (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”) ): (A) in the case of holders of Certificates, a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares Shares, as applicable, in exchange for the Per Share Price Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such Certificate; by (2) the Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof)) equal to the product obtained by multiplying (x) the aggregate number of shares of Company Capital Stock represented by such xxxxxx’s transferred Uncertificated Shares; by (y) the Per Share Price, and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following (a) If the Effective Time (and in Milestone occurs at any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately time prior to the Effective Time) expiration of the Milestone Period, then, on or prior to the Milestone Payment Date, Parent Holdco will deliver or cause to be delivered to the Rights Agent (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “CertificatesMilestone Achievement Certificate”); ) certifying the date of the satisfaction of the Milestone and that the Holders are entitled to receive the Milestone Payment and (ii) uncertificated shares a wire transfer of Company Common Stock that represented immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding shares multiplied by the amount of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) the Milestone Payment (the “Uncertificated SharesAggregate Milestone Payment”). After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within five (5) Business Days) pay (Ax) by one lump sum wire payment to DTC for any Holder who is a letter former street name holder of transmittal in customary form Shares and (which will specify that delivery will be effectedy) for all other Holders, and risk of loss and title by check mailed, first-class postage prepaid, to the Certificates will pass, only upon address of each Holder set forth in the CVR Register or by other method of delivery of as specified by the Certificates applicable Holder in writing to the Payment Agent); Rights Agent (such amount in (x) and (By) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agenttogether, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to Aggregate Milestone Payment). The Rights Agent shall hold the product obtained by multiplying Aggregate Milestone Payment in a non-interest bearing account until such payment is made in accordance with the foregoing sentence. Notwithstanding the foregoing, in no event shall Parent Holdco be required to pay the Milestone Payment more than once and Parent Holdco shall not be required to pay the Milestone Payment if the Milestone occurs after the expiration of the Milestone Period. (xb) Parent Holdco or the aggregate number of shares of Company Common Stock represented by Rights Agent shall be entitled to deduct or withhold from the Milestone Payment, if payable, such Certificate; by (y) amounts as may be required to be deducted or withheld with respect to the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Milestone Payment or CVR under the Code, and the Certificates rules and regulations thereunder, or any other applicable provision of state, local or foreign Law relating to Taxes, as may be reasonably determined by Parent Holdco 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, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary Tax forms in order to reduce or eliminate such withholding amounts. To the extent such amounts are so surrendered will forthwith deducted or withheld, such amounts shall be cancelled. Upon receipt treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, and prior to the fifteenth (15th) day of an “agent’s message” February in the year following any payment of such Taxes by Parent Holdco or the Rights Agent, the Rights Agent shall 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. (c) Any portion of any Milestone Payment that remains undistributed to the Holders six (6) months after the date of the Milestone Achievement Certificate shall be delivered by the Rights Agent to Parent Holdco, upon demand, and any Holder shall thereafter look only to Parent Holdco for payment of such Milestone Payment, without interest, but such Holder shall have no greater rights against Parent Holdco than those accorded to general unsecured creditors of Parent Holdco under applicable Law. (d) Neither Parent Holdco nor the Rights Agent shall be liable to any person in respect of any Milestone Payment delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If, despite Parent Holdco’s and/or the Rights Agent’s reasonable best efforts to deliver a Milestone Payment to the applicable Holder, such Milestone Payment has not been paid prior to the date on which such Milestone Payment would otherwise escheat to or become the property of any Governmental Entity, any such Milestone Payment shall, to the extent permitted by applicable Law, immediately prior to such time become the property of Parent Holdco, 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 Holdco agrees to indemnify and hold harmless the Rights Agent (with respect to any liability, penalty, cost or such other evidence, if any, of transfer as expense the Payment Rights Agent may reasonably requestincur or be subject to in connection with transferring such property to Parent Holdco. (e) in Except to the case extent any portion of a book-entry transfer of Uncertificated Sharesany Milestone Payment is required to be treated as imputed interest pursuant to applicable Law, the holders of such Uncertificated Shares will be entitled Parties agree to receive in exchange therefor an amount in cash equal treat the CVRs and the Milestone Payment received with respect 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates the Merger Agreement for all U.S. federal and Uncertificated applicable state and local income Tax purposes as additional consideration for the Shares and none of the Parties will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything take any position to the contrary in this Agreementon any U.S. federal and applicable state and local income Tax Return or for other U.S. federal and applicable state and local income Tax purposes except as required by applicable Law. (f) The Parties agree, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order extent consistent with applicable law, to receive treat the payments from the CVRs received with respect to the Company RSUs and Company Options for all U.S. federal and applicable state and local income Tax purposes as compensation payments (and not to treat the CVR as a payment that such holder is entitled to receive pursuant to Section 2.7itself).

Payment Procedures. Promptly following the Effective Time Closing (and in any event within three Business DaysDays following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”) ): (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares Shares, as applicable, in exchange for the Per Share Price Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Capital Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.12), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 Capital Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.12), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly As promptly as practicable following the Effective Time (and in any event within three Business Days)Time, Parent and the Surviving Corporation will Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than shares cancelled pursuant to Section 2.7(a)(ii) hereof and Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form and reasonably acceptable to the Company (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Paying Agent); ) and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.7the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes Merger Consideration payable in respect thereof)thereof pursuant to the provisions of this Article II, and the Certificates so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledcanceled. The Payment Paying Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in provisions of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Article II.

Payment Procedures. (i) Promptly following the Effective Time (Time, and in any event within not more than three (3) Business Days)Days thereafter, Parent and the Surviving Corporation will cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Shares and Owned Company SharesCommon Stock described in Section 3.1(a)(iii)) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Shares and Owned Company SharesCommon Stock described in Section 3.1(a)(iii)) (the “Uncertificated Shares”) ), (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Paying Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof pursuant to Section 2.73.1(a)(ii) and any dividends or other distributions to which they are entitled pursuant to clause (ii) of the first sentence of Section 3.3(c). Upon surrender of Certificates for cancellation to the Payment Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive receive, and the Paying Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the product obtained by multiplying (x) Merger Consideration payable in respect of the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive receive, and the Paying Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the product obtained by multiplying (1) Merger Consideration payable in respect of the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Paying Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share PriceMerger Consideration, without interest thereon, payable in respect thereof pursuant to Section 2.73.1(a)(ii) and any dividends or other distributions pertaining to Company Common Stock formerly represented by such Certificates or Uncertificated Shares as contemplated by clause (ii) of the first sentence of Section 3.3(c). Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.73.1(a)(ii). (ii) Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Paying Agent and the Depository Trust Company with the objective that the Paying Agent will transmit to the Depository Trust Company or its nominees on the first Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), the Rollover Shares and Dissenting Shares, and including any dividends or other distributions pertaining to such shares as contemplated by clause (ii) of the first sentence of Section 3.3(c)) held of record by the Depository Trust Company or such nominee immediately prior to the Effective Time.

Payment Procedures. Promptly following As soon as reasonably practicable after the Effective Time (and but in any no event within three more than five (5) Business DaysDays following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Excluded Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify as reasonably agreed by Purchaser and the Company specifying that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent); Paying Agent and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon the proper surrender of Certificates for cancellation a Certificate (or effective affidavit of loss in lieu thereof) to the Payment Paying Agent, together with such a properly completed letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be requested by the instructions theretoPaying Agent, the holders holder of such Certificates Certificate will be entitled to receive in exchange therefor an cash in the amount (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to this Article III in cash equal the form of a check, to be mailed, as soon as reasonably practicable (but in no event more than five (5) Business Days after the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect receipt thereof), and the Certificates Certificate so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for on any amount payable upon due surrender of the benefit Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, cash to be paid upon due surrender of the 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 have been paid or are not applicable. All payments owed to the holders of Stock Options or holders of Warrants shall be made from the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and Payment Fund as soon as reasonably practicable after the Effective Time to evidence only (but in no event more than five (5) Business Days after the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Effective Time).

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (Time, and in any event within three not later than the fifth Business Days)Day following the Effective Time, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to (x) mail to each holder of record (of Shares as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior Time whose Shares were converted into the Merger Consideration pursuant to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Section 2.1, (A) a letter of transmittal (which shall be in customary form (which will and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof which are reasonably acceptable to Parent) or Book-Entry Shares to the Payment Agent); 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 the Certificates and Uncertificated (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price Merger Consideration, and (y) pay, by check or wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two Business Days prior to the Closing, to each holder of a Company Stock Option an amount in cash equal to the Option Consideration payable in respect thereof to such holder pursuant to Section 2.7. 2.1(d) hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent, Paying Agent 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 holders Paying Agent, the holder of such Certificates will or Book-Entry Shares shall be entitled to receive in exchange therefor a check or, if requested in writing by the holder of such Certificates or Book-Entry Shares representing in excess of one percent (1%) of the Shares outstanding immediately prior to the Effective Time, a wire transfer of immediately available funds to an account designated by such holder, in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable in respect thereof), Taxes) and the Certificates Certificate or Book-Entry Shares so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer or stock records of the Certificates and Uncertificated Shares on the Per Share Price payable Company, a check for any cash to be paid upon the due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent (or in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid or are not applicable. Until surrendered in accordance with this Section 2.9(c2.2(b)(ii). Until so surrendered, outstanding Certificates each Certificate and Uncertificated Shares will Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Per Share Price, without interest thereon, payable in respect thereof Merger Consideration or such other consideration as may be due pursuant to Section 2.7. Notwithstanding anything 2.1(f). (iii) The Surviving Corporation and the Paying Agent 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 such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of federal, state, local or foreign Tax Law with respect to the contrary in making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement, no Agreement as having been paid to the holder of Uncertificated the Shares will be required to provide a Certificate or an executed letter holder of transmittal to the Payment Agent Company Stock Options in order to receive the payment that respect of which such holder is entitled to receive pursuant to Section 2.7deduction and withholding were made.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after Parent’s deposit of the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will cause Additional Merger Consideration portion of the Payment Fund pursuant to Section 2.4(a) hereof, the Paying Agent to mail shall deliver: (A) to each holder of record (as of a certificate or certificates that, immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time , represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the each, a “CertificatesCertificate”); and (ii) uncertificated , which holder’s shares of Company Common Stock that represented outstanding shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (x) a customary form of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) letter of transmittal (the “Uncertificated SharesLetter of Transmittal”) (A) a letter of transmittal in customary form (which will specify ), reasonably acceptable to Parent and the Company, specifying that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Payment Exchange Agent); and (By) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable Merger Consideration; and (B) to each holder of an outstanding Company Stock Option entitled to receive the Option Consideration: (x) an option surrender agreement (an “Option Surrender Agreement”) that shall be in respect thereof pursuant to Section 2.7. substantially the form attached hereto as Exhibit A; and (y) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender of Certificates a Certificate for cancellation to the Payment Paying Agent, together with such letter the Letter of transmittalTransmittal, duly completed executed, or an “agent’s message” in the case of a book entry transfer, and validly executed in accordance with any other documents reasonably required by Parent or the instructions theretoPaying Agent, (A) the holders holder of such Certificates will a Certificate shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained of the Merger Consideration multiplied by multiplying (x) the aggregate number of shares of Company Common Stock formerly represented by such the surrendered Certificate; by , and (yB) the Per Share Price Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate amount of Merger Consideration as contemplated by Section 2.1. In no event shall the holder of any such surrendered Certificate be entitled to receive any interest on any cash to be received in the Merger. (less any applicable withholding Taxes payable in respect thereof)iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by Parent or the Certificates so surrendered will forthwith be cancelled. Upon receipt Paying Agent, (A) the holder of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will Company Stock Option shall be entitled to receive in exchange therefor an the amount in of cash equal that such holder has the right to receive pursuant to the product obtained by multiplying provisions of Section 2.2, and (1B) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares Option so surrendered will shall be cancelledcanceled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof Until surrendered in accordance with normal exchange practices. No interest will be paid or accrued for the benefit provisions of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered2.4, each outstanding Certificates and Uncertificated Shares will Company Stock Option shall be deemed from and at any time after the Effective Time to evidence represent for all purposes only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7Option Consideration. Notwithstanding anything to In no event shall the contrary in this Agreement, no holder of Uncertificated Shares will any Company Stock Option be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant any interest on any cash to Section 2.7be received in the Merger.

Payment Procedures. Promptly following (a) If the Effective Time (and in Milestone occurs at any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately time prior to the Effective Time) expiration of the Milestone Period, then, on or prior to the Milestone Payment Date, Parent Holdco will deliver or cause to be delivered to the Rights Agent (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “CertificatesMilestone Achievement Certificate”); ) certifying the date of the satisfaction of the Milestone and that the Holders are entitled to receive the Milestone Payment and (ii) uncertificated shares a wire transfer of Company Common Stock that represented immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding shares multiplied by the amount of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) the Milestone Payment (the “Uncertificated SharesAggregate Milestone Payment”). After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within five (5) Business Days) pay (Ax) by one lump sum wire payment to DTC for any Holder who is a letter former street name holder of transmittal in customary form Shares and (which will specify that delivery will be effectedy) for all other Holders, and risk of loss and title by check mailed, first-class postage prepaid, to the Certificates will pass, only upon address of each Holder set forth in the CVR Register or by other method of delivery of as specified by the Certificates applicable Holder in writing to the Payment Agent); Rights Agent (such amount in (x) and (By) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agenttogether, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to Aggregate Milestone Payment). The Rights Agent shall hold the product obtained by multiplying Aggregate Milestone Payment in a non-interest bearing account until such payment is made in accordance with the foregoing sentence. Notwithstanding the foregoing, in no event shall Parent Holdco be required to pay the Milestone Payment more than once and Parent Holdco shall not be required to pay the Milestone Payment if the Milestone occurs after the expiration of the Milestone Period. (xb) Parent Holdco or the aggregate number of shares of Company Common Stock represented by Rights Agent shall be entitled to deduct or withhold from the Milestone Payment, if payable, such Certificate; by (y) amounts as may be required to be deducted or withheld with respect to the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Milestone Payment or CVR under the Code, and the Certificates so surrendered will forthwith rules and regulations thereunder, or any other applicable provision of state, local or foreign Law relating to Taxes, as may be cancelledreasonably determined by Parent Holdco or the Rights Agent. Upon receipt Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of an “agent’s message” by the Payment Agent (or such other evidencepotential withholding and, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.applicable,

Payment Procedures. Promptly following As soon as reasonably practicable after the Effective Time (Closing, and in any event within three two (2) Business Days)Days thereafter, Parent and the Surviving Corporation will cause the Payment Paying Agent to shall mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary the form set forth in Exhibit C (which will specify a “Letter of Transmittal”) and any applicable Tax forms that delivery will be effectedthe Paying Agent may reasonably require in connection therewith (collectively, and risk of loss and title the “Exchange Documents”) to the Certificates will passrecord address of each holder of Company Capital Stock and Company Warrants; provided, only upon that, (i) any electronic mailing shall satisfy the delivery requirement herein and (ii) the Exchange Documents shall be provided to any Major Stockholder at least three (3) calendar days prior to the Closing Date and Parent shall cause the Paying Agent to pay on the Closing Date any amount owed to a Major Stockholder that completes and returns the Exchange Documents at least two (2) days prior to the Closing Date. Each holder of Company Capital Stock or Company Warrants shall deliver to the Paying Agent properly executed Exchange Documents, and, with respect to each Stockholder, if such shares of Company Capital Stock are held in certificated form, a certificate representing the relevant shares of Company Capital Stock (the “Company Stock Certificates”). After receipt of duly executed and properly completed Exchange Documents, the Paying Agent shall promptly (but in no event more than two (2) Business Days after receipt of the Certificates properly completed Exchange Documents) pay to each such Holder that has delivered to the Payment Agent); Paying Agent duly executed and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agentcompleted Exchange Documents, together with such letter of transmittalthe corresponding Company Stock Certificates, duly completed and validly executed in accordance with the instructions theretoif applicable, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) amount of cash to which such holder is entitled under Section 1.6 to the aggregate number of shares of Company Common Stock represented accounts designated by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable Holder in respect thereof), such Holder’s Letter of Transmittal and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidenceCompany Stock Certificates, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will shall be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, each Company Stock Certificate outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Per Share Price, cash amounts payable hereunder in exchange for shares of Company Capital Stock (without interest thereon, payable in respect thereof pursuant interest). Subject to Section 2.7. Notwithstanding anything 1.8(e), no portion of the Merger Consideration will be paid to the contrary in this Agreement, no holder of Uncertificated Shares will be required any unsurrendered Company Stock Certificate with respect to provide a shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate or an shall surrender such Company Stock Certificate and validly executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive Exchange Documents pursuant to Section 2.7hereto.

Payment Procedures. Promptly following after the Effective Time (and but in any no ------------------ event within three Business Daysmore than ten (10) business days thereafter), Parent and the Surviving Corporation will shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that (each, a "Certificate" and collectively, the "Certificates") which ----------- ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Exchange Agent); , and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price Merger Consideration payable in respect thereof of such Certificates and any dividends and other distributions to which the holder of such Certificates is entitled pursuant to Section 2.72.11 hereof. Upon surrender of ------------ Certificates for cancellation to the Payment AgentExchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of each such Certificates will Certificate shall be entitled to receive in exchange therefor an amount the Merger Consideration payable in cash equal to respect of the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; by (y) Certificate and any dividends and other distributions to which the Per Share Price (less any applicable withholding Taxes payable in respect thereof)holder of such Certificates is entitled pursuant to Section 2.11 hereof, and the Certificates Certificate so surrendered will ------------ shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment The Exchange Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Exchange Agent may impose to cause effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price cash payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c)2.8. Until so surrendered, outstanding ----------- Certificates and Uncertificated Shares will shall be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, Merger Consideration payable in respect thereof of the Company Shares formerly represented thereby pursuant to the terms of this Article II and ---------- any dividends and other distributions to which the holder of such Certificates is entitled pursuant to Section 2.72.11 hereof. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.------------

Payment Procedures. Promptly following (a) On or before the Effective Time tenth (and in any event within three Business Days)10th) day of each calendar month during the Transition Period, Parent and the Surviving Corporation will cause the Payment Agent Provider shall provide to mail to each holder of record (as of immediately prior to the Effective Time) of Buyer (i) a certificate an invoice setting forth (A) the Service Fee for such calendar month and (B) any documented Third Party out-of-pocket costs and expenses incurred and actually paid by Provider or certificates that immediately prior to its Affiliates, in each case, during the Effective Time represented outstanding shares of Company Common Stock such calendar month in connection with providing and performing the Services (other than Dissenting Company Shares such costs and Owned Company Shares) (expenses, collectively, the “CertificatesProvider Reimbursable Costs”); ) and (ii) uncertificated shares supporting documentation in Provider’s possession or control reasonably necessary for Buyer to confirm the amount of Company Common Stock that represented Provider Reimbursable Costs set forth in such invoice. Buyer shall pay to Provider the undisputed amounts shown on such invoice within fourteen (14) days of Xxxxx’s receipt of such invoice. (b) To the extent reasonably practicable, any undisputed Service Fees or Provider Reimbursable Costs remaining outstanding shares at the end of Company Common Stock the Transition Period shall be accounted for in the Post-Closing Statement to be delivered by [Provider] to Buyer under Section 2.7(a) of the MIPA. (other than Dissenting Company Shares and Owned Company Sharesc) (the “Uncertificated Shares”) (A) a letter All amounts owed under this Agreement shall be paid by wire transfer or ACH transfer of transmittal immediately available funds in customary form (which will specify that delivery will be effected, and risk of loss and title U.S. Dollars sent to the Certificates will passbank(s) and account(s) designated in writing by Provider. If Buyer fails to pay when due any Service Fees, only upon delivery of the Certificates Provider Reimbursable Costs or other amounts due to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment AgentProvider under this Agreement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates then Provider will be entitled to receive interest on such unpaid amount at the rate of twelve percent (12%) per annum from the date such amount was due until paid in exchange therefor an amount in cash equal full. Notwithstanding anything herein to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)contrary, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent Provider may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled offset amounts owed to receive in exchange therefor an amount in cash equal Buyer from Provider pursuant to their obligation to remit to Buyer those revenues attributable to the product obtained Oil & Gas Assets as part of the Services provided by multiplying (1) the aggregate number of shares of Company Common Stock represented Provider hereunder against properly invoiced amounts owed to Provider by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), Buyer pursuant to and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid this Agreement. (d) In the event that Buyer disputes all or accrued for the benefit any portion of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof any invoice provided by Provider pursuant to Section 2.72.1(a), Buyer shall provide written notice to Provide within ten (10) days of Xxxxx’s receipt of such disputed invoice. The Parties shall meet as expeditiously as possible to resolve any such dispute. Any dispute with respect to an invoice may be submitted by either Buyer or Provider to dispute resolution in accordance with Section 5.4 and Section 5.5. (e) Notwithstanding anything to the contrary in this Agreement, no holder (i) Provider shall not be obligated to make or advance any payments or fees (including Provider Reimbursable Costs) or incur any costs on behalf of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive Buyer pursuant to Section 2.7any of the Services, and (ii) Buyer shall be solely responsible for making or advancing any payments or fees (including Provider Reimbursable Costs) or incurring any costs pursuant to any of the Services, in each case, except as specifically described on Schedule 1.

Payment Procedures. Promptly following As soon as reasonably practicable after the Effective Time (and in any event within three five Business Days), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record of Shares (as of immediately prior other than Shares to the Effective Timebe cancelled in accordance with Section 2.4(b) of (iand Dissenting Shares) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting The Depository Trust Company Shares and Owned Company Shares("DTC")) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Aa) a letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent); Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (Bb) instructions for use in effecting the surrender of the such Certificates and (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the Per Share Price applicable Merger Consideration payable in respect thereof pursuant to Section 2.7such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the Paying Agent's customary procedures with respect to securities represented by book entry. Upon surrender of Certificates for cancellation a Certificate or Uncertificated Shares to the Payment Agent, Paying Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be requested by the Paying Agent, or, in the case of DTC, the holders customary surrender procedures of DTC and the Paying Agent, the holder of such Certificates will Shares shall be entitled to receive in exchange therefor for such properly surrendered Shares, and Parent and the Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Certificate or Uncertificated Shares, as the case may be, multiplied by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Merger Consideration, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (Certificate or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will shall forthwith be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares will accrue on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Merger Consideration payable.

Payment Procedures. Promptly following the Effective Time (and in any event within three two (2) Business DaysDays after the Closing Date), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares, Restricted Shares and Owned Company Shares) (the “Certificates”); and (ii) subject to the last sentence of this Section 2.10(c), uncertificated shares of Company Common Stock Shares that represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares, Restricted Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; by (y) the Per Share Price (less subject to any applicable required withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” in customary form by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 Shares represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less subject to any applicable required withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c2.10(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “"Certificates”"); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “"Uncertificated Shares”") (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “"agent’s 's message” " by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 's transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following (i)‌‌ (a) Prior to the Closing, Buyer shall (A) select a nationally recognized bank or trust‌ company reasonably acceptable to Company to act as paying agent for the payment of the Consideration (the “Paying Agent”) and (B) enter into a Paying Agent agreement, in form and substance reasonably acceptable to Company, with the Paying Agent. On the Closing Date, Buyer shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the Company Shareholders, cash in an amount equal to the aggregate Consideration. All cash deposited with the Paying Agent pursuant to the preceding sentence shall hereinafter be referred to as the “Payment Fund”. (b) As promptly as reasonably practicable after the Effective Time (Time, and in any event within three (3) Business Days)Days after the Effective Time, Parent and Buyer shall direct the Surviving Corporation will cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting or non-certificated Company Shares and Owned Company Shares) represented by book-entry (the “Uncertificated Book-Entry Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title is entitled to receive the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof Consideration pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such 2.1 a letter of transmittal, which shall be in such form and have such other provisions as Buyer and the Paying Agent may reasonably specify. The Paying Agent agreement shall require that each holder of Company Shares that have been converted into the right to receive the Consideration shall be entitled to receive the Consideration in respect of the Company Shares represented by a Certificate, within two (2) Business Days upon delivery to the Paying Agent of a duly completed and validly executed in accordance with the instructions theretoletter of transmittal, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon or receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Entry Shares, and, in each case, delivery to the holders Paying Agent of such Uncertificated Shares will other documents as may be entitled to receive in exchange therefor an amount in cash equal to reasonably requested by 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledPaying Agent. The Payment Paying Agent will shall accept such Certificates and transferred Uncertificated letters of transmittal, “agent’s message” with respect to Book-Entry Shares or other documents upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to cause an effect orderly exchange thereof payments of the Consideration in accordance with normal exchange practices. No interest will If payment of the Consideration is to be made to a person other than the person in whose name the Certificate is registered, it shall be a condition precedent to payment that the person requesting such payment shall have paid (and provided all requested documentation thereof) any transfer and other similar Taxes required by reason of the payment of the Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Buyer and the Paying Agent that such Tax either has been paid or accrued for the benefit of holders is not required to be paid. Payment of the Certificates Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Each Certificate and Uncertificated Shares on the Per Book-Entry Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive the Per Share PriceConsideration as contemplated by this Article III, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything Any portion of the Payment Fund which has not been transferred to the contrary in this Agreementholders of Company Shares within twelve (12) months of the Effective Time shall be delivered to Buyer or its designee(s) promptly upon request by Xxxxx, it being understood that no holder of Uncertificated Shares will be required to provide such delivery shall affect any legal right that a Certificate or an executed letter of transmittal to the Payment Agent in order Company Shareholder may have to receive the payment that such holder is entitled Consideration. None of Buyer, Parent, Company or the Paying Agent or any of their respective Affiliates or Representatives or agents shall be liable to receive any Person in respect of any Consideration (or dividends or distributions with respect thereto) from the Payment Fund delivered to a public official pursuant to Section 2.7any applicable abandoned property, escheat or similar Law.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (Time, and in any event within three not later than the fifth Business Days)Day following the Effective Time, Parent and the Surviving Corporation will shall cause the Payment Paying Agent to (x) mail to each holder of record (of Shares as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior Time whose Shares were converted into the Merger Consideration pursuant to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) Section 2.1, (A) a letter of transmittal (which shall be in Agreement and Plan of Merger customary form (which will and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof which are reasonably acceptable to Parent) or Book-Entry Shares to the Payment Agent); 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 the Certificates and Uncertificated (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Price Merger Consideration, and (y) pay, by check or wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two Business Days prior to the Closing, to each holder of a Company Stock Option an amount in cash equal to the Option Consideration payable in respect thereof to such holder pursuant to Section 2.7. 2.1(d) hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent, Paying Agent 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 holders Paying Agent, the holder of such Certificates will or Book-Entry Shares shall be entitled to receive in exchange therefor a check or, if requested in writing by the holder of such Certificates or Book-Entry Shares representing in excess of one percent (1%) of the Shares outstanding immediately prior to the Effective Time, a wire transfer of immediately available funds to an account designated by such holder, in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Per Share Price Merger Consideration (less any applicable withholding Taxes payable in respect thereof), Taxes) and the Certificates Certificate or Book-Entry Shares so surrendered will shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer or stock records of the Certificates and Uncertificated Shares on the Per Share Price payable Company, a check for any cash to be paid upon the due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent (or in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid or are not applicable. Until surrendered in accordance with this Section 2.9(c2.2(b)(ii). Until so surrendered, outstanding Certificates each Certificate and Uncertificated Shares will Book-Entry Share shall be deemed from and at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Per Share Price, without interest thereon, payable in respect thereof Merger Consideration or such other consideration as may be due pursuant to Section 2.7. Notwithstanding anything 2.1(f). (iii) The Surviving Corporation and the Paying Agent 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 such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of federal, state, local or foreign Tax Law with respect to the contrary in making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement, no Agreement as having been paid to the holder of Uncertificated the Shares will be required to provide a Certificate or an executed letter holder of transmittal to the Payment Agent Company Stock Options in order to receive the payment that respect of which such holder is entitled to receive pursuant to Section 2.7.deduction and withholding were made. Agreement and Plan of Merger

Payment Procedures. Promptly following (i) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver written instruction to its transfer agent (the “Transfer Agent”), with a copy to Acquiror, directing the Transfer Agent to (A) cancel all electronic certificates or other book-entry entitlements representing shares of Company Capital Stock (the “Company Book-Entries”), such cancellation to be effective as of the Effective Time, and (B) at the Closing, deliver to Acquiror and the Payment Agent written confirmation from the Transfer Agent of the cancellation of all Company Book-Entries, effective as of the Effective Time (the “Cancellation Certificate”). (ii) Within five (5) Business Days following the Closing Date, to the extent not previously mailed or otherwise delivered by the Company or any other Person, Acquiror or the Payment Agent shall mail or otherwise deliver a letter of transmittal in the form attached hereto as Exhibit E (the “Letter of Transmittal”) to each non-Withholding Securityholder at the address or e-mail address set forth opposite each such Person’s name on the Payment Spreadsheet. (iii) After receipt by the Payment Agent of a duly completed Letter of Transmittal, applicable tax forms, and any other documents that Acquiror or the Payment Agent may reasonably require in connection therewith, and any event within three Business Daysoriginal certificate representing shares of Company Capital Stock if such shares are certificated (a “Company Stock Certificate”), Parent and and, in the Surviving Corporation will case of a Warrantholder, an executed Warrant Cancellation Agreement (collectively, the “Exchange Documents”), Acquiror shall cause the Payment Agent to mail pay to each holder of record (such Securityholder, as of immediately prior the case may be, in exchange therefor, the Merger Consideration then-payable to the Effective Timesuch Person pursuant to Section 1.3 for such surrendered Company Securities, as applicable. Any Company Stock Certificates surrendered pursuant to this Section 2.3(e) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will shall be effected, and risk of loss and title to the Certificates will pass, only upon delivery cancelled. No portion of the Certificates Merger Consideration shall be paid or payable to any Stockholder, Optionholder that is a non-Withholding Securityholder, or Warrantholder until such Person delivers to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and Agent validly executed Exchange Documents, including, if applicable, a Company Stock Certificate, in accordance with the instructions theretoterms and conditions hereof. Further, no portion of the holders Merger Consideration shall be paid or payable in respect of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of any shares of Company Common Capital Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), Company Book-Entries until Acquiror and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as shall have received the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelledCancellation Certificate. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from From and after the Effective Time to Time, all Company Stock Certificates and Company Book-Entries shall, for all corporate purposes, evidence only the ownership of the right to receive the Per Share Price, without interest thereon, payable in respect thereof cash (if any) into which such Company Securities shall have been converted pursuant to Section 2.7. Notwithstanding anything to the contrary in terms of this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares, Dissenting Company Shares, Company Restricted Shares and Company PSUs, as applicable) of (i) a certificate one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares, Dissenting Company Shares, Company Restricted Shares and Company PSUs, as applicable) (the “Certificates”” (if any); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); , and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in with respect thereof to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (xa) the aggregate number of shares of Company Common Stock represented by such Certificate; Certificates by (yb) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Price, and the Certificates so surrendered will forthwith be cancelled. Upon Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares, Dissenting Company Shares, Company Restricted Shares and Company PSUs, as applicable) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment 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” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the holders of such Uncertificated Shares 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; Shares by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Price, and the transferred such Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 surrenderedsurrendered 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, Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by Table of Contents multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following (a) No later than the Effective Time later of (i) 15 days after the date hereof or (ii) 30 days after the completion of the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2013 (which audit shall be performed by Mxxxx Sxxxxxxx in a manner substantially consistent with past practice, including with respect to timing thereof), Parent will (i) prepare and deliver to the Rights Agent a notice (the “Payment Notice”) (A) indicating whether a Payment Amount is due to the Holders (or whether there is a Negative Payment Amount) and (B) setting forth the amount of the Payment Amount (or Negative Payment Amount, as applicable) and a reasonable calculation of each component thereof, and (ii) if a Payment Amount is due, cause an amount of cash equal to the Payment Amount to be deposited with the Rights Agent for payment to the Holders in accordance with the provisions of this Section 2.4; provided that, in connection with the preparation of the Payment Notice and calculation of the Payment Amount (if any), and prior to such delivery, Parent shall reasonably consult with the Special Committee and its legal and financial advisors. Subject to the provisions of Section 4.3, in the event of a Negative Payment Amount, no payment shall be made by Parent under this Agreement. (b) No later than 30 days after the expiration of the applicable tax statute of limitation as determined in accordance with Section 6501 of the Code (including any extensions thereof) with respect to the Final Tax Year, which shall mean the third anniversary of the filing of a properly completed and executed return unless an extension of the statute of limitations has been requested by and given to the Taxing Authorities, Parent will (i) deliver to the Rights Agent a notice (the “Deferred Notice”) indicating whether a Deferred Amount is due to the Holders and setting forth the amount thereof and (B) if a Deferred Amount is due, cause an amount of cash equal to the Deferred Amount to be deposited with the Rights Agent for payment to the Holders in accordance with the provisions of this Section 2.4. (c) The Rights Agent will promptly, and in any event within three five Business DaysDays of receipt of a CVR Notice (as well as any letter of instruction from Parent reasonably requested by the Rights Agent), Parent and the Surviving Corporation will cause the Payment Agent to mail send to each holder Holder at such Holder’s registered address a copy of record (the CVR Notice. If a CVR Payment is due to the Holders, then at the time the Rights Agent sends a copy of the CVR Notice to the Holders, the Rights Agent will also pay such CVR Payment to each Holder by check mailed to the address of each Holder as reflected in the CVR Register as of immediately the close of business on the last Business Day prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders date of such Certificates will be payment. The amount which each Holder is entitled to receive in exchange therefor an amount in cash equal will be the CVR Payment multiplied by the number of Contingent Value Rights held by such Holder as reflected on the CVR Register; provided, however, that any Contingent Value Rights otherwise issuable to the product obtained by multiplying (x) the aggregate number holders of shares of Company Common Stock represented who have perfected and not withdrawn a demand for appraisal rights pursuant to the provisions of Sections 607.1302 et seq. of the FBCA shall, to the extent the Holdback Amount reflects the amount attributable to such shares, be deemed to be outstanding for purposes of determining the amount to be paid per Contingent Value Right, but Parent shall be paid the amount which would otherwise be paid in respect of the Contingent Value Rights associated with such shares. (d) Parent shall be entitled to deduct or withhold, or cause the Rights Agent to deduct or withhold, from any CVR Payment 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 reasonably be determined by Parent or the Rights Agent. Prior to making any such Certificate; Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, Parent shall instruct the Rights Agent to solicit any necessary Tax forms (including an IRS Form W-9 or W-8) from Holders subject to Tax withholding within a reasonable amount of time in order to provide the opportunity for such Holders to return such forms and avoid or reduce the amount of the withholding. To the extent any amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Holders to whom such amounts would otherwise have been paid. (e) Any funds comprising the cash deposited with the Rights Agent for the payment of a CVR Payment (including any Payment Shortfall) under Sections 2.4(a), 2.4(b) or 4.3(b), as applicable, that remain undistributed to the Holders six (6) months after the date of delivery by (y) the Per Share Price (less Rights Agent to the Holder of the related CVR Notice, will be delivered by the Rights Agent to Parent, upon demand, and any applicable withholding Taxes payable Holder of Contingent Value Rights who has not theretofore received payment in exchange for such CVRs will thereafter look only to Parent for payment of the CVR Payment in respect thereof), and without interest. (f) Neither Parent nor the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Rights Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled liable to receive any Holder or other Person in exchange therefor an amount in cash equal respect of any CVR Payment 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 CVR Payment to the product obtained by multiplying applicable Holder, such CVR Payment has not been paid immediately prior to the earlier of (1i) the aggregate number 12-month anniversary of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by the date hereof and (2ii) the Per Share Price (less date on which such CVR Payment would otherwise escheat to or become the property of any applicable withholding Taxes payable in respect thereof)Governmental Authority, and the transferred Uncertificated Shares so surrendered will be cancelled. The any such CVR Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares pursuant to this Section 2.9(c). Until so surrenderedwill, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreementextent permitted by applicable Law, no holder become the property of Uncertificated Shares will be required to provide a Certificate Parent, free and clear of all claims or an executed letter interest of transmittal to the Payment Agent in order to receive the payment that such holder is any Holder or other Person previously entitled to receive pursuant to Section 2.7thereto.

Payment Procedures. Promptly following the Effective Time Closing (and in any event within three Business DaysDays following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”) ): (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares Shares, as applicable, in exchange for the Per Share Price Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.13), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.13), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c2.10(c). Until so surrendered, 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, Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time Closing (and in any event within three Business DaysDays following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and or (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) ): (A) in the case of holders of Certificates, a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares Shares, as applicable, in exchange for the Per Share Price Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Capital Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.12), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Capital Stock represented by such holderxxxxxx’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereofsubject to Section 2.12), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, 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, Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event within three not later than the fifth (5th) Business Days)Day following the Effective Time, Parent and the Surviving Corporation will Company shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Certificates whose Company Shares and Owned Company Shares) (were converted into the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (right to receive the “Uncertificated Shares”) Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal in customary form and accompanying instructions for use in effecting the surrender of Certificates (which will or effective affidavits of loss and any indemnity required by Section 3.2(g) in lieu thereof, as applicable) and claiming payment of the Merger Consideration, and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery proper receipt of the Certificates to the Payment Agent(or affidavits of loss in lieu thereof as provided in Section 3.2(g); ), and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or affidavits of loss in exchange for lieu thereof as provided in Section 3.2(g)). (ii) Upon the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender return of Certificates for cancellation the letter of transmittal to the Payment Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and accompanied by Certificates representing outstanding Company Shares (or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof), if applicable, together with such other documents as may reasonably be required by the Paying Agent, the holders holder of such Certificates will be entitled to receive in exchange therefor therefor, and Parent shall cause the Paying Agent to pay to each such holder an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; holder’s properly surrendered Certificates (or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof) that were cancelled at the Effective Time multiplied by (y) the Per Share Price Merger Consideration. (less any applicable withholding Taxes payable in respect iii) No holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1(a). In lieu thereof), and the Certificates so surrendered will forthwith be cancelled. Upon upon receipt of an “agent’s message” by the Payment Paying Agent (from each holder of Book-Entry Shares of any appropriate documentation or such other evidenceconfirmations reasonably required by the Paying Agent, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders such holder of such Uncertificated Book-Entry Shares will be entitled to receive in exchange therefor therefor, and Parent shall cause the Paying Agent to pay to each such holder by wire transfer of immediately available funds, as promptly as practicable after the Effective Time, but in no event more than five (5) Business Days following, an amount in cash equal to the product obtained by multiplying of (1x) the aggregate number of shares of Company Common Stock represented Book-Entry Shares held by such holder’s transferred Uncertificated Shares; holder that were cancelled at the Effective Time multiplied by (2y) the Per Share Price Merger Consideration. (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. iv) No interest will be paid or accrued on any amount payable. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, or the Merger Consideration is to be paid in a name other than that in which the Certificates or Book-Entry Shares surrendered in exchange therefor are registered in the transfer records of the Company, the Merger Consideration may be paid to a Person other than the Person in whose name the Certificate or the Book-Entry Shares so surrendered is registered in the transfer records of the Company if all appropriate documents reasonably required by the Paying Agent to evidence and effect such transfer (and any Certificate formerly representing such Company Shares) are presented to the Paying Agent, accompanied by evidence that any applicable share transfer Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.2, for the benefit avoidance of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendereddoubt, outstanding Certificates and Uncertificated Shares will each Certificate shall be deemed from and at any time after the Effective Time to evidence only the right to receive upon such surrender the Per Share Price, without interest thereon, payable Merger Consideration in respect thereof pursuant to Section 2.7. accordance with this Article III. (v) Notwithstanding anything to the contrary in this Agreement, no Parent, Merger Sub, the Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Uncertificated Company Shares will be or holder of Performance Share Awards, PSU Awards, RSU Awards or Stock Appreciation Rights or any other Person entitled to any payment hereunder, such amounts as are required to provide a Certificate be withheld or an executed letter deducted under the Code or any provision of transmittal U.S. federal, U.S. state, U.S. local or non-U.S. Tax Law with respect to the Payment Agent making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Taxing Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or holder of Performance Share Awards, PSU Awards, RSU Awards or Stock Appreciation Rights, in order to receive the payment that respect of which such holder is entitled to receive pursuant to Section 2.7deduction and withholding were made.

Payment Procedures. Promptly following the Effective Time (a) Borrower agrees and in any event within three Business Days)acknowledges that Borrower will, Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder immediately upon an Event of record (as Default or an Other RF Event of immediately prior to the Effective Time) of Default (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock re-register any securities (other than Dissenting Company Shares and Owned Company Sharesthe Certificate) (the “Certificates”); delivered as Collateral hereunder into Lender's name and (ii) uncertificated shares subject to Section 3.7 of Company Common Stock that represented outstanding shares the Trust Agreement, upon the request of Company Common Stock Lender, re-register the Certificate in the name of a Bankruptcy Remote Entity designated by Lender. (b) On or prior to the Closing Date, Borrower will provide Trust Collateral Agent under the Sale and Servicing Agreement with a notice providing for, among other than Dissenting Company Shares things, all remittances on the Certificate to be paid to Lender to the full extent of Borrower's Obligations to Lender hereunder and Owned Company Shares) (Borrower's Other RF Obligations to Lender under the “Uncertificated Shares”) (A) a letter of transmittal in customary form (Other Residual Financing Agreements, which will specify that delivery notice to Trust Collateral Agent will be effected, and risk of loss and title to the Certificates will pass, only upon delivery irrevocable for so long as any of the Certificates Obligations or Other RF Obligations remain outstanding (unless otherwise consented to the Payment Agentin writing by Lender); and (B) instructions for use . All amounts received in effecting the surrender respect of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates Certificate or other Collateral will be entitled to receive applied as set forth in exchange therefor an amount Section 3.15. Any amounts received by Lender in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders excess of the Certificates Obligations and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates Other RF Obligations due and Uncertificated Shares owing to Lender shall be remitted by Lender to Borrower. Any amounts received by Lender pursuant to this Section 2.9(c). Until so surrendered2.7(b) prior to 6:00 p.m., outstanding Certificates and Uncertificated Shares will New York City time, on any Business Day shall be deemed from to be received on such Business Day, and any amounts received by Lender after 6:00 p.m., New York City time, on any Business Day shall be deemed to be received on the Effective Time next succeeding Business Day. (c) All payments to evidence only Lender hereunder or under the right Promissory Note shall be made in immediately available funds, and free and clear of and without deduction for any taxes, levies, duties, charges, counterclaims, set-offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than the due date for such payment through the Federal Reserve Fedwire System for credit to receive the Per Share Priceaccount of Lender (Account No. 140095961 at The Chase Manhattan Bank, without interest thereonABA No. 000000000, payable or such other account or accounts as Lender shall specify to Borrower in respect thereof writing no later than one Business Day prior to the related due date). (d) Any payments made hereunder shall be applied first against costs and expenses due hereunder pursuant to Section 2.7. Notwithstanding anything to 9.1; then against default interest, if any; then against interest due on the contrary in this Agreement, no holder Loans; and thereafter against the unpaid principal of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7Loans.

Payment Procedures. Promptly (a) If the Milestone is achieved on or prior to December 31, 2033 (the “Milestone Outside Date”), then as soon as reasonably practicable following the Effective Time achievement of the Milestone but in no event later than 30 days after the date on which the Milestone is achieved (the “Milestone Payment Date”), Parent shall deliver to the Rights Agent (i) written notice indicating that the Milestone has been achieved (the “Milestone Notice”) and instructing the Rights Agent to solicit tax forms or other information required to make Tax deductions or withholdings as set forth in Section 2.4(d), (ii) any letter of instruction reasonably required by the Rights Agent and (iii) cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the Milestone Payment Amounts to all Holders pursuant to Section 2.4(b) other than Milestone Payment Amounts with respect to Employee Equity Awards (with respect to which any such amounts payable shall be retained by Parent for payment pursuant to Section 2.4(b)) (the total cash deposited with the Rights Agent, the “Payment Fund”). If the Milestone shall not have been achieved as of the Milestone Outside Date, Parent shall deliver to the Rights Agent a Milestone Non-Achievement Notice within 30 days after the Milestone Outside Date. For the avoidance of doubt: (a) the Milestone Payment Amount shall only be paid in respect of the Milestone, if at all, one time under this Agreement; and (b) the Milestone Payment Amounts shall not become payable unless the Milestone shall have been achieved on or prior to the Milestone Outside Date. Notwithstanding anything herein to the contrary, the Milestone shall be deemed to be achieved, and the provisions of this Section 2.4 shall apply, if, on or prior to the Milestone Outside Date, Parent, any of its Affiliates or any other Payment Obligor (or a combination of them), in its discretion, has submitted a marketing authorization application in at least three of the Major Countries that, if approved, would grant Parent, such Affiliate or any other applicable Payment Obligor the right to market, distribute and sell the Product in each such country. (b) The Rights Agent will promptly, and in any event within three 10 Business DaysDays of receipt of the Milestone Notice, send each Holder at its registered address a copy of the Milestone Notice and pay the Milestone Payment Amount (other than Milestone Payment Amounts that are payable with respect to Employee Equity Awards) to each of the Holders (i) by check mailed to the address of each such respective Holder as reflected in the CVR Register as of the close of business on the last Business Day before the Milestone Payment Date, or, (ii) with respect to any Holder who has provided the Rights Agent with wire transfer instructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. The Rights Agent will promptly, and in any event within 10 Business Days of receipt of a Milestone Non-Achievement Notice, send each Holder at its registered address a copy of such Milestone Non-Achievement Notice. With respect to Milestone Payment Amounts that are payable with respect to Employee Equity Awards, as soon as reasonably practicable after the Milestone Payment Date (but no later than the first payroll date that is not less than 10 days after the Milestone Payment Date), Parent shall, or shall cause the Surviving Corporation (as defined in the Merger Agreement) or an Affiliate of the Surviving Corporation to, pay through the Surviving Corporation’s or the applicable Affiliate’s payroll the aggregate Milestone Payment Amount payable to the applicable holders with respect to such Employee Equity Awards (net of any withholding Taxes required to be deducted and withheld by applicable Tax law in accordance with the Merger Agreement or Section 2.4(d)). Notwithstanding anything in this Agreement to the contrary, and only to the extent necessary to avoid the imposition of additional tax under Section 409A of the Code (as may be determined by the IRS), no Milestone Payment Amounts will be paid more than five years following the Closing; provided, however, that it is the intent of the parties that the Milestone shall be deemed to constitute a substantial risk of forfeiture within the meaning of Section 409A of the Code. (c) Except to the extent any portion of the Milestone Payment Amounts are required to be treated as imputed interest pursuant to applicable law, the Holders and the parties hereto agree to treat the CVRs and the Milestone Payment Amounts for all Tax purposes as additional consideration for the Shares pursuant to the Merger Agreement, and none of the Holders and the parties hereto will take any position to the contrary on any Tax Return or for other Tax purposes except as required by applicable law. Parent and the Surviving Corporation shall report imputed interest on the CVRs pursuant to Section 483 of the Code. (d) Each of the Surviving Corporation (and any applicable Affiliate), Parent, Purchaser and Rights Agent shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement such amounts as it is required to deduct and withhold by any applicable Tax law. 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 (other than a Holder in such Holder’s capacity as a holder of an Employee Equity Award), Parent shall instruct the Rights Agent to solicit Internal Revenue Service (“IRS”) Form W-9s or W-8s, or any other appropriate forms or information, from Holders within a reasonable amount of time in order to provide a reasonable opportunity for the Holder to timely 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, and the Milestone Payment Amount may be reasonably delayed in order to gather such necessary Tax forms. To the extent that amounts are so withheld and remitted to the appropriate Governmental Body, such amounts so remitted 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. (e) Any portion of any Milestone Payment Amount that remains undistributed to a Holder 12 months after the date of the Milestone Payment Date will cause be delivered by the Rights Agent to the Surviving Corporation upon demand by Parent, and any Holder shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar applicable law) only as general creditors thereof with respect to the Milestone Payment Amount payable hereunder, without any interest thereon. None of Parent, the Surviving Corporation or the Rights Agent shall be liable to any Holder for any such consideration delivered in respect of a CVR to a public official pursuant to any abandoned property, escheat or other similar applicable law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Body shall become, to the extent permitted by applicable law, the property of the Surviving Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (f) The Payment Fund shall not be used for any purpose other than the payment of the Milestone Payment Amounts; provided that any interest or income produced by investments with respect to the Payment Fund shall be the property of Parent. The Payment Fund may be invested by the Rights Agent to mail to each holder of record (as of immediately prior to directed by the Effective Time) of Parent; provided that such investments shall be (i) a certificate in obligations of, or certificates that immediately prior to guaranteed by, the Effective Time represented outstanding shares United States of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and America, (ii) uncertificated shares in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of Company Common Stock that represented outstanding shares deposit, bank repurchase agreements or banker’s acceptances of Company Common Stock commercial banks with capital exceeding $1 billion, or (other than Dissenting Company Shares and Owned Company Sharesiv) (in money market funds having a rating in the “Uncertificated Shares”) (A) highest investment category granted by a letter recognized credit rating agency at the time of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery acquisition or a combination of the Certificates to the Payment Agent); and (B) instructions for use foregoing, and, in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agentany such case, together with no such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates investment will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) relieve Parent or the aggregate number of shares of Company Common Stock represented Rights Agent from making the payment required by such Certificate; by this Section 2.4 or (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith have maturities that could prevent or delay payments to be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 Uncertificated Shares made pursuant to this Section 2.9(c). Until so surrendered, 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, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly following the Effective Time (and in any event within three (3) Business Days), Parent and the Surviving Corporation will Company shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares) of (i) a certificate one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”” (if any); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (Ai) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment AgentAgent (or affidavit and indemnity of loss in lieu of such certificate as provided for in Section 2.11); ), and (Bii) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (or such affidavit of loss) in exchange for the Per Share Price payable in with respect thereof to the Company Shares formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates (or such affidavit of loss) for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock Shares represented by such Certificate; Certificates by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Price, and the Certificates so surrendered (or the subject of an affidavit of loss so provided) will forthwith be cancelled. Upon Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated Company Shares (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 order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the holders of such Uncertificated Shares 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 Shares represented by such holder’s transferred Uncertificated Shares; Shares by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof)Price, and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. 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 surrenderedsurrendered 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, without interest thereon, Price payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.