Common use of Payment Procedures Clause in Contracts

Payment Procedures. As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company Surviving Corporation or the Paying Agent may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall be forthwith be canceledcancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.23.2, each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Company Common StockParent) of a Certificate or Certificates which, (i) a certificate or certificates (each, a “Certificate”), which as of immediately prior to the Effective Time represented Time, evidenced outstanding shares of Company Common Stock, Stock (the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4"Certificates"), (iiA) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall will be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, will be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (1) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (2) the Merger Consideration, and the Certificate so surrendered shall will forthwith be canceledcancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall will be a condition of payment that (x) the Certificate so surrendered shall will be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all will pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.2(b)(i), each Certificate shall (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Acquiror shall cause the Paying Exchange Agent to mail to each holder record holder, as of record the Effective Time, of Company Common Stock, (i) a an outstanding certificate or certificates (eacheach a "Certificate" and collectively, a “Certificate”), which as of the "Certificates") that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, Stock (iiexcluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationtherefor. Upon surrender to the Exchange Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration, without interest, for each share of Company Common Stock formerly represented by Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such Certificateholder is entitled pursuant to Section 2.2(j), and the such Certificate so surrendered shall forthwith be canceled. If payment In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Merger Consideration is to Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that registered if (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) the person such Person surrendering such Certificate and requesting such payment issuance shall have paid all pay any transfer and or other Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a person Person other than the registered holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such Tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such Certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article IIapplicable consideration set forth in Section 2.1, without interestany interest thereon.

Payment Procedures. As soon as practicable Promptly (but in any event within five (5) Business Days) after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of cash into which the shares of Company Common Stock formerly represented by such CertificateCertificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all pay any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 Dateagree) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith immediately be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common StockStock (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate (other than Certificates representing Shares owned by the Company or Parent, Sub or any other Subsidiary of Parent) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.

Payment Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree to prior to the Closing DateEffective Time) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, or Book-Entry Share shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of shares of Company Common Stock previously represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceledcancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Book-Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, a Merger Share (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon delivery of the Certificates (or affidavits transfer of loss in lieu thereof) the Uncertificated Shares to the Paying Agent, 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 Dateis customary) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) the Uncertificated Shares in exchange for payment of the Merger Consideration. Upon (i) surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificate shall, subject to Section 2.3, or Uncertificated Shares shall be entitled to receive promptly in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock Merger Share formerly represented by such CertificateCertificate or Uncertificated Share, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or transferred Uncertificated Shares is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and (y) the person Person requesting such payment shall have paid all 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 Certificate surrendered and in respect thereof or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and be accompanied by all documents required to evidence such transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as of other than the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were Stock to be canceled or converted and became instead the right to receive the Merger Consideration pursuant to in accordance with Section 2.1(a2.01(b)) or Section 2.4, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agree prior to the Closing Date) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate (or affidavits of loss in lieu thereof) a Book Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying AgentAgent or Parent), the holder of such Certificate shall, subject to Section 2.3, or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such CertificateCertificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.03, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (a) Immediately prior to the Effective Time, (i) the Buyer shall deposit, or shall cause to be deposited, with a bank or trust company selected by the Buyer and reasonably acceptable to the Seller on or prior to the Effective Time (the "Paying Agent"), for the benefit of the holders of shares of Seller Common Stock, for exchange in accordance with this Article III, cash in an amount equal to the total Merger Consideration (such cash shall hereinafter be referred to as the "Exchange Fund"). (b) As soon as practicable after the Effective Time, and in no event later than three business days thereafter (which date shall be referred to as the Surviving Corporation "Mailing Date"), Buyer shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate Certificate or certificates (each, a “Certificate”), which as of Certificates at the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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"Transmittal Form") and (iii) containing instructions for use in effecting the surrender of the Certificates Certificates. The Seller shall have the right to approve the Transmittal Form. (c) Each Transmittal Form shall permit the holder (or affidavits in the case of loss in lieu thereofnominee record holders, the beneficial owner through appropriate and customary documentation and instructions) in exchange for payment of to receive the Merger ConsiderationConsideration for each share of Seller Common Stock. A Transmittal Form shall be deemed properly completed only if accompanied by one or more Certificates representing all shares of Seller Common Stock covered by such Transmittal Form, together with duly executed transmittal materials included with the Transmittal Form. Neither the Buyer nor the Paying Agent shall be under any obligation to notify any person of any defect in a Transmittal Form. (d) Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for exchange and cancellation to the Paying Agent, together with such letter of transmittalthe Transmittal Form, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall, subject to Section 2.3, Certificates shall be entitled to receive in exchange therefor a check representing the Merger Considerationamount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Article II and Article III. (e) At and after the Effective Time, without interest, for each share there shall be no transfers on the stock transfer books of Company the Seller of the shares of Seller Common Stock formerly represented by such Certificatewhich were outstanding immediately prior to the Effective Time and if, and after the Certificate so surrendered Effective Time, Certificates are presented for transfer, they shall forthwith be canceled. If payment canceled against delivery of the Merger Consideration as hereinabove provided. (f) The provisions of Section 3.01 and Section 3.03 assume that there will be 1,871,890 shares of Seller Common Stock outstanding or issuable upon the exercise of options or warrants or otherwise, at the Effective Time. If there is to be made to a person other than the person any change in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason this number as of the payment Effective Time, the provisions of Section 3.01 and Section 3.03, including the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestappropriately adjusted.

Payment Procedures. As soon as practicable after the Effective Time, the Surviving Corporation shall cause Upon surrender to the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentCertificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), Agent shall pay to the holder of such Certificate shall, subject the aggregate Price Per Share attributable to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share number of shares of the Company Common Stock formerly represented by such Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 1.11, each Certificate so surrendered (other than Certificates representing Dissenting Shares and Certificates representing shares covered by Section 1.9(b)) will represent for all purposes only the right to receive the aggregate Price Per Share relating thereto. No interest shall forthwith accrue or be canceledpaid in respect of cash payable upon the surrender of Certificates. After the Effective Time, holders of Certificates shall cease to have any rights as shareholders of the Company, except as provided herein or under applicable state corporation law. If any payment of cash in respect of cancelled shares of the Merger Consideration Company Common Stock is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that (x) the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all pay to the Paying Agent any transfer and or other Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established shares or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by Any consideration otherwise payable pursuant to this Section 2.2, each Certificate Agreement shall be deemed at subject to all applicable federal, state and local Tax withholding requirements. For purposes of this Agreement, "Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, transfer, employment, unemployment disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any time after nature whatsoever, together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax. For purposes of this Agreement, "Person" means an individual, corporation, partnership, limited liability company association, trust, unincorporated organization, entity or group (as defined in the Effective Time to represent only Securities and Exchange Act of 1934, as amended (the right to receive the Merger Consideration as contemplated by this Article II, without interest"Exchange Act")).

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of immediately prior to the Effective Time represented outstanding shares of Company Common StockShares (the "Certificates"), the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, following documents: (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Payment Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Concord may reasonably agree prior to the Closing Date) specify); and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly Consideration payable with respect to the Shares represented by such CertificateCertificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event that a holder has lost or misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Concord so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for representing such Shares is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and (y) the person requesting such payment shall by evidence that any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Article II, without interestSection 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Company shall cause instruct the Paying Exchange Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of that immediately prior to the Effective Time represented outstanding shares of Company Common StockStock (collectively, the Restricted Shares or the Company RSUs, that "Certificates") whose shares were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4), (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Exchange Agent and which shall be in such form and shall have such other customary provisions as Parent and the Surviving Company may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as reasonably may reasonably be required by the Paying Exchange Agent), and acceptance thereof by the Exchange Agent, each holder of such a Certificate shall, subject to Section 2.3, be entitled to shall receive in exchange therefor the Merger ConsiderationConsideration specified in Section 2.1(a) hereof, without interestinterest thereon, for each share of Company Common Stock formerly represented by such Certificateless any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. If The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the books and records of RCPI or its transfer agent of Certificates, and if Certificates are presented to RCPI for transfer, they shall be canceled against payment of the Merger Consideration as herein provided. If any payment of Merger Consideration is to be made to a person Person other than the person Person in whose name the Certificate surrendered Certificate for exchange is registered, it shall be a condition of such payment that (x) the Certificate so surrendered shall be properly endorsed endorsed, with the signature guaranteed, or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered and shall have established surrendered, or establish to the reasonable satisfaction of the Surviving Corporation Company that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIConsideration, without interestinterest thereon, less any required withholding taxes.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, a Certificate: (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment the right to receive the Per Share Amount with respect to each share of the Merger ConsiderationCompany Common Stock evidenced by such Certificate. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for Per Share Amount with respect to each share of Company Common Stock formerly represented evidenced by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Capital Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all pay any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. No interest will be paid or will accrue on the Merger Consideration as contemplated by this Article II, without interestpayable upon surrender of any Certificate.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right entitled to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, 3.01(a): (iii) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall forthwith then be canceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to which the holder of such Certificate is entitled pursuant to this Article II, without interestIII. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree and shall be prepared prior to the Closing DateClosing) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) Certificates for cancellation to the Paying AgentAgent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding taxes, the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificatesurrendered, and the Certificate so any Certificates surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (xA) the Certificate so surrendered shall be properly endorsed Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (yB) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Book-Entry Share surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIIII, without interest.

Payment Procedures. As soon as practicable (i) Promptly after the Effective Time (but no later than two (2) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to will mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented representing outstanding shares of Company Common StockStock immediately prior to the Effective Time (a “Certificate”) and to each holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), the Restricted Shares or the Company RSUsin each case, that whose shares were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, 2.01(a)(ii): (ii1) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares to the Paying Agent, Exchange Agent and which shall be in such form and shall have such other customary provisions as substance reasonably satisfactory to Parent and the Company may reasonably agree prior to the Closing Date) and Company, and (iii2) instructions for use in effecting the surrender of the such Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.02(b)(iii) by, the Exchange Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)Book-Entry Share, the holder of such Certificate shall, subject to Section 2.3, thereof will be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such CertificateCertificate or Book-Entry Share surrendered under this Agreement. Until such time as the Merger Consideration is issued to or at the direction of the holder of a surrendered Certificate or Book-Entry Shares, the Parent Common Stock that constitutes a portion thereof shall not be voted on any matter. (iii) The Exchange Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates and Book-Entry Shares in accordance with customary exchange practices. (iv) 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 so surrendered of Book-Entry Share shall forthwith be canceled. If payment 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. (v) If any Merger Consideration is to be made remitted to a person name other than the person that in whose name the surrendered which a Certificate or Book-Entry Share is registered, it shall no Merger Consideration may be a condition of payment that paid in exchange for such surrendered Certificate or Book-Entry Share unless: (x1) either (A) the Certificate so surrendered shall be is properly endorsed endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer and or (yB) the person Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid all (A) pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered and shall have established or Book-Entry Share or (B) establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such Tax either has been paid or is not applicable. Until payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.22.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by this Article II, without interestSection 2.01(a)(ii). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the shares of Company Common Stock represented by Certificates or Book-Entry Shares.

Payment Procedures. As soon as practicable Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record of Company Common Stocka certificate or certificates which immediately prior the Effective Time evidenced outstanding Shares (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as Letter of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify Transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereofthereof in accordance with Section 2.8(e)) to the Paying Payment Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate (for cancellation or affidavits submission of an affidavit of loss in lieu thereofthereof in accordance with Section 2.8(e) for cancellation herein to the Paying Agent, Payment Agent together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor and the Payment Agent shall send to the holder of such Certificate a check in the amount (after giving effect to any required tax withholdings) equal to the Merger Consideration, without interest, for each share Consideration multiplied by the number of Company Common Stock formerly Shares theretofore represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. Such payment shall be mailed promptly after receipt of such Certificate together with a properly completed Letter of Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration, without interest thereon. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of to such payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all pay to the Payment Agent any transfer and or other Taxes taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Payment Agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestpayable.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, (i) a certificate Certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding Certificates whose shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4), (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying 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 (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of cash into which the aggregate number of shares of Company Common Stock formerly previously represented by such CertificateCertificate shall have been converted pursuant to Section 2.1(a), and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon surrender of such Certificate, the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this Article II, without interestsuch Certificate shall have been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Payment Procedures. As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, each a “Certificate”), which as of the Effective Time represented outstanding ) representing shares of Company Common Stock or Class A Common Stock, other than shares owned by Parent, the Restricted Shares Company and any wholly-owned subsidiary of Parent or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4Company, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall be in such a form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for the use thereof in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of Company cash into which the shares of Common Stock formerly theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 1.6, and the Certificate Certificates so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder transfer of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock or Class A Common Stock owned by Parent or any wholly-owned subsidiary of Parent or held in the treasury of the Company or by any wholly-owned subsidiary of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.7. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as contemplated by this Article IIit may reasonably direct as indemnity against any claim that may be made against Parent, without interestthe Company or the Paying Agent.

Payment Procedures. As soon as practicable after Promptly following the Effective Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Company Common Stock, (iimmediately prior to the Effective Time) of a certificate or certificates (each, a the “CertificateCertificates”), which ) and each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock held in book-entry form, in each case which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Stock (other than Dissenting Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(aShares) or Section 2.4, (iii) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Payment Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent or delivery of an agents’ message in respect of shares held in book-entry form, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall, subject to Section 2.3, Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article II, and the Certificate Certificates so surrendered shall forthwith be canceled. If payment The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration is to be made to a person other than payable upon the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company Surviving Corporation or the Paying Agent may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall be forthwith be canceledcancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.210(b), each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common StockStock (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agents message" in accordance with the instructions (case of a book entry transfer, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (A) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If any holder of a Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Stock and associated Company Rights (the Restricted Shares or the "Certificates") whose shares and associated Company RSUs, that were canceled or Rights are converted and became instead pursuant to Section 3.01(c) into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, Price (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Payment Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger ConsiderationPrice. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)its terms, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor a check representing the Merger Consideration, without interest, for each Price per share of Company Common Stock formerly represented by thereby, which such Certificateholder has the right to receive pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. If payment In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration is to Price may be made issued to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and (y) the person requesting such payment shall by evidence that any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration Price per share of Company Common Stock represented thereby as contemplated by this Article II, without interestIII.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company Surviving Corporation or the Paying Agent may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall be forthwith be canceledcancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.23.2, each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock converted into the right to receive the portion of the Merger Consideration payable for such Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form Agent and shall have contain such other customary provisions as Parent and the Company may shall reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment the portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Parent shall use reasonable efforts to cause such mailings to occur no later than three (3) business days after the Effective Time. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) Certificates for cancellation to the Paying 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, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to those instructions, the holder holders of such Certificate shall, subject to Section 2.3, Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the portion of the Merger Consideration, without interest, Consideration payable for each share such shares of Company Common Stock formerly represented by such CertificateStock, and the Certificate Certificates so surrendered shall forthwith be canceled. If payment Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the 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 of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment respective portion of the Merger Consideration to a person other than which the registered record holder of such Certificate surrendered Certificates is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Paying Agent shall have established deliver to the reasonable satisfaction record holders thereof, without interest, the portion of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIto which such holder is entitled upon surrender of said Certificates, without interestsubject to the restrictions set forth herein.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that whose Shares were canceled or converted and became instead the right to receive into the Merger Consideration pursuant to Section 2.1(a) or Section 2.42.1, (iiA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company may shall reasonably agree prior to the Closing Datedetermine) and (iiiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration. . (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so number of Shares represented by such holder’s properly surrendered shall be properly endorsed Certificates (or shall otherwise be effective affidavits of loss in proper form for transfer and lieu thereof) or Book-Entry Shares multiplied by (y) the person requesting Merger Consideration. 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 that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such payment shall have Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2. (iii) The Surviving Corporation, each Certificate Parent and the Paying Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Shares or holder of Company Stock Options, such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986 (the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive the Merger Consideration applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article IIhaving been paid to the holder of the Shares or holder of the Company Stock Options, without interestin respect of which such deduction and withholding were made.

Payment Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock, Certificates (iother than (A) a certificate or certificates the Certificates representing Appraisal Shares to be treated in accordance with Section 2.07 and (each, a “Certificate”), which as of B) the Effective Time represented outstanding Certificates representing shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were Stock to be canceled or converted and became instead the right to receive the Merger Consideration pursuant to in accordance with Section 2.1(a2.01(b)) or Section 2.4, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x1) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y2) the person Person requesting such payment shall have paid all (or caused to be paid) any transfer and other Taxes required to be paid by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.02.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right entitled to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, 3.01(a): (iii) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall forthwith then be canceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to which the holder of such Certificate is entitled pursuant to this Article II, without interest3 No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 3.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or TAGTCR) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common StockStock (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment of the 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 of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.22.3(b), each Certificate (other than Certificates representing Shares owned by the Company or TAGTCR or the Dissenting Shares), shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent will pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration as contemplated deliverable in respect thereof pursuant to this Agreement upon the delivery of a duly executed affidavit of that fact by this Article IIthe holder claiming such Certificate to be lost, without intereststolen or destroyed and, if required by the Surviving Corporation, reasonable indemnification against any claim that may be made against the Surviving Corporation with respect to such Certificate.

Payment Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event more than two business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 Dateagree) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable after the Effective TimeTime (but no later than the second business day thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which Stock as of immediately prior to the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such a customary form and shall have such other customary provisions as Parent and the Company may reasonably agree prior acceptable to the Closing Date) Company), and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) Book-Entry Shares, as applicable, for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shallor Book-Entry Shares, subject to Section 2.3as applicable, shall be entitled to receive in exchange therefor the applicable Merger Consideration, without interest, in exchange for each share of Company Common Stock formerly represented by such CertificateCertificate or Book-Entry Shares, as applicable, and the Certificate or Book-Entry Shares, as applicable, so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.22.05(b), each Certificate or Book-Entry Shares, as applicable, (other than a Certificate or Book-Entry Shares, as applicable, representing shares of Common Stock cancelled in accordance with Section 2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIConsideration, without interest, into which the shares of Common Stock theretofore represented by such Certificate or Book-Entry Shares, as applicable, are convertible into pursuant to Section 2.01(c).

Payment Procedures. (i) As soon as practicable after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail deliver to each holder of record of Company Common Stockholder, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time, of an outstanding certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Stock (the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii“Certificates”) a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall be in such a customary form and shall have such other customary provisions as agreed to by Parent and the Company may reasonably agree prior to the Closing DateClosing) and (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Consideration set forth in Section 2.1(b)(i). (ii) Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent of a Certificate, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive (and Parent shall cause the Paying Agent to promptly deliver to such holder) in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall forthwith then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable in respect of the Certificates. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity (excluding a person Governmental Entity, “Person”), other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.5(b)(ii), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II, without interest. (iii) Notwithstanding anything to the contrary contained in this Agreement (A) any holder of shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) shall not 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 this Article II and (B) Parent shall cause the Paying Agent to promptly deliver to each holder of a Book-Entry Share the Merger Consideration for each of such holder’s Book-Entry Shares.

Payment Procedures. As soon as practicable Promptly after the Effective Time (but in no event more than three (3) Business Days thereafter), the Paying Agent, in accordance with written instructions received from the Company at or prior to the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right Stock entitled to receive the Merger Consideration pursuant to Section 2.1(a2.1(c) or Section 2.4, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereofof such Certificates) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior (including customary provisions with respect to the Closing Datedelivery of an “agent’s message” with respect to shares held in book-entry form)) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith immediately be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed (or accompanied by separate stock powers) and shall otherwise be in proper form for transfer (and the signature on the endorsement or stock power, as the case may be, shall be guaranteed by an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act) and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes similar taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or any Subsidiary of the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common StockStock (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any subsidiary of Parent or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.

Payment Procedures. As soon as reasonably practicable after the Effective TimeClosing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal in the form set forth in Exhibit D (which shall specify that delivery shall be effecteda “Letter of Transmittal”), an Indemnity Joinder Agreement and risk of loss and title a Financing Joinder Agreement, as applicable, to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the Certificates shall pass, only upon delivery extent any of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall documents have such other customary provisions as previously been received by Parent and the Company may reasonably agree prior to the Closing Date) and (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationfrom such Stockholder). Upon surrender After delivery to Parent of a Certificate Letter of Transmittal, the Joinder Agreements and any other documents (including applicable tax forms) that Parent or affidavits of loss the Escrow Agent may reasonably require in lieu thereof) for cancellation connection therewith (except to the Paying Agent, together with extent any of such letter of transmittaldocuments have previously been received by Parent prior to the Closing from such Stockholder) (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and a certificate representing shares of Company Capital Stock (and such other customary documents as may reasonably be required by the Paying Agent“Company Stock Certificates”), Parent shall issue to the holder of such Company Stock Certificate shall, subject to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment stock portion of the Merger Consideration is issuable in respect thereto pursuant to be made Section 1.6(b)(i) and 1.6(b)(v) as set forth in the Payment Spreadsheet (less the number of shares of Parent Common Stock withheld and deposited in the Escrow Fund pursuant to a person other than Section 1.6(b)(i) and Section 1.7(a) as set forth in the person in whose name Payment Spreadsheet), and the surrendered Certificate is registered, it shall be a condition of payment that (x) the Company Stock Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2so surrendered, each Company Stock Certificate shall be deemed at any time outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to represent evidence only the right to receive the stock payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration as contemplated by this Article II, without interestwill be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant hereto.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (eachwhich, a “Certificate”), which as of immediately prior to the Effective Time represented Time, evidenced outstanding shares of Company Common Stock, Stock (the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a"Certificates") or Section 2.4, (iii) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agent's message" in accordance with the instructions (case of a book entry transfer, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (A) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If any holder of a Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form Agent and shall have contain such other customary provisions as Parent and the Company may shall reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment the portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) Certificates for cancellation to the Paying 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, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to those instructions, the holder holders of such Certificate shall, subject to Section 2.3, Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the portion of the Merger Consideration, without interest, Consideration payable for each share such shares of Company Common Stock formerly represented by such CertificateStock, and the Certificate Certificates so surrendered shall forthwith be canceled. If payment Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the 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 of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment respective portion of the Merger Consideration to a person other than which the registered record holder of such Certificate surrendered is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Paying Agent shall have established deliver to the reasonable satisfaction record holders thereof, without interest, the portion of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIto which such holder is entitled upon surrender of said Certificates, without interestsubject to the restrictions set forth herein.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate Certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding Certificates whose shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.42.1(b), (iii) a letter of transmittal (which shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall will be in such form and shall have such other customary provisions as Parent and the Company and Parent may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, will be entitled to receive in exchange therefor cash in an amount equal to the product of (i) the number of shares of Common Stock represented by such Certificate multiplied by (ii) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall will forthwith be canceled. If payment of No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall will be a condition of payment that (x) the Certificate so surrendered shall will be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all (i) pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have established or (ii) establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of immediately prior to the Effective Time represented outstanding shares of Company Common StockShares (the "Certificates"), the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, following documents: (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Payment Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Phoenix may reasonably agree prior to the Closing Date) specify); and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly Consideration payable with respect to the Shares represented by such CertificateCertificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event that a holder has lost or misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Phoenix so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for representing such Shares is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and (y) the person requesting such payment shall by evidence that any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Article II, without interestSection 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. As soon as practicable after the Effective Time(a) All payments of any facility fees, closing fees, Letter of Credit fees, Agent'sEfees, or other fees hereunder and of principal of, and interest on, the Surviving Corporation Loans, other than Foreign Currency Bid-Option Loans, and of reimbursement obligations in respect of Letters of Credit shall cause be made in Dollars and in funds immediately available at the Paying Agent'sEprincipal office in Detroit, Michigan not later than 1:00 p.m. (Detroit time) on the date on which such payment shall become due. All payments of principal of, and interest on, the Foreign Currency Bid-Option Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, freely transferable and cleared at the office or branch from which the Loan was made under Section 3.5(c) not later than 3:00 p.m. local time on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Foreign Currency Bid-Option Loans the Bank receiving such payment shall give written notice to the Agent by telex or telecopy of the receipt of such payment, which notice shall be substantially in the form attached hereto as ExhibitEI. Whenever any payment of principal of, or interest on, the Loans or of any fee shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day (unless as a result thereof, in respect of Eurodollar Rate Loans, such date would fall in the next calendar month, in which case it shall be advanced to the next preceding Business Day) and, in the case of a payment of principal, interest thereon shall be payable for any such extended time. (b) Payments of principal of or interest on Existing Loans shall be promptly distributed by the Existing Agent to mail each Existing Bank ratably in proportion to each holder Existing Bank's Existing Commitment. Payments of record principal of Syndicated Loans that comprise a Syndicated Borrowing, including any Substitute Loan made by a Bank as part of any Fixed Base Rate Syndicated Borrowing, shall be promptly distributed by the Agent to the Banks that made such Syndicated Loans ratably in proportion to their respective shares of the outstanding principal amount of such Syndicated Borrowing. Payments of interest on Syndicated Loans that comprise a Syndicated Borrowing, including any Substitute Loan made by a Bank as part of any Fixed Base Rate Syndicated Borrowing, shall be promptly distributed by the Agent to the Banks that made such Syndicated Loans so that each such Bank receives a portion of such payment equal to the amount of interest then owing to such Bank on such Loans multiplied by a fraction, the denominator of which is the total amount of interest then owing to all such Banks on such Loans and the numerator of which is the amount of such payment. Payments of principal of or interest on any Dollar Bid-Option Loans that comprise a Dollar Bid-Option Borrowing shall be promptly distributed by the Agent to the Banks that made such Dollar Bid-Option Loans ratably in accordance with their respective Dollar Bid-Option Percentages. (c) During any period when Dollar Bid-Option Loans are outstanding, if the Agent cannot reasonably determine whether a particular payment received by the Agent from the Company Common Stockwas MASCOTECH, INC. CREDIT AGREEMENT (i) if such payment is of principal, ratably in accordance with the aggregate principal amount of each such type of Loans on which payment is then due, and (ii) if such payment is of interest, ratably in accordance with the aggregate amount of interest that is then due on each such type of Loans. After such apportionment, (i) a certificate the Agent shall distribute the portion of the payment received and allocated to the Syndicated Loans (including Substitute Loans) to the Banks as provided for payments of principal of or certificates (eachinterest on, a “Certificate”as the case may be, Syndicated Loans under Section 4.4(b), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter the portion of transmittal (which shall specify that delivery shall be effected, the payment received and risk of loss and title allocated to the Certificates Dollar Bid-Option Loans on which a payment is then due shall passfirst be allocated among the different Dollar Bid-Option Borrowings of which such Dollar Bid-Option Loans are a part (A) if such payment is of principal, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed ratably in accordance with the instructions aggregate principal amount of each such Dollar Bid-Option Borrowing, and (and B) if such other customary documents payment is of interest, ratably in accordance with the aggregate amount of interest that is then due on each such Dollar Bid-Option Borrowing. After such allocation, the Agent shall distribute the amount allocated to each Dollar Bid-Option Borrowing to the Banks that made the Dollar Bid-Option Loans comprising such Dollar Bid-Option Borrowing ratably in accordance with their respective Dollar Bid-Option Percentages. (d) Any prepayments of Bid-Option Loans made under Section 4.2(d) may be applied to any one or more Bid-Option Borrowings as the Company may reasonably select; provided that such payments shall be required applied by the Paying Agent), in the holder case of such Certificate shallDollar Bid-Option Loans, subject to Section 2.3or made directly by the Company, be entitled to receive in exchange therefor the Merger Considerationcase of Foreign Currency Bid-Option Loans, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of Banks participating in any such Bid-Option Borrowing ratably in accordance with their respective Dollar Bid-Option Percentages or Foreign Currency Bid-Option Percentages, as the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestcase may be.

Payment Procedures. As (a) No later than forty-five (45) days following the end of each Calendar Quarter during the CVR Term beginning with the Calendar Quarter ending on [•], commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds, the Company shall deliver to the Rights Agent a CVR Payment Statement for the such CVR Payment Period. Concurrent with the delivery of each CVR Payment Statement, on the terms and conditions of this Agreement, the Company shall pay the Rights Agent in U.S. dollars an amount equal to eighty percent (80%) of the Net Proceeds (if any) (subject to the proviso in the definition of the term “CVR Payment”) for the applicable CVR Payment Period. Such amount of Net Proceeds will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent not less than twenty (20) Business Days prior to the date of the applicable payment. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the address each Holder set forth in the CVR Register at such time or by other method of deliver as specified by the applicable Holder in writing to the Rights Agent, an amount equal to such Holder’s CVR Payment Amount. The Rights Agent shall as soon as practicable after receipt of a CVR Payment Statement under this Section 2.4(b), send each Holder at its registered address a copy of such statement. For the Effective Timeavoidance of doubt the Company shall have no further liability in respect of the relevant CVR Payment upon delivery of such CVR Payment in accordance with this Section 2.4(b) and the satisfaction of each of the Company’s obligations set forth in this Section 2.4(b). (b) The Rights Agent shall solicit from each Holder an IRS Form W-9 or applicable IRS Form W-8 at such time or times as is necessary to permit any payment under this Agreement to be made without U.S. federal backup withholding. That notwithstanding, the Surviving Corporation Company shall cause be entitled to deduct and withhold and hereby authorizes the Paying Rights Agent to mail deduct and withhold, any tax or similar governmental charge or levy, that is required to each holder of record of Company Common Stock, be deducted or withheld under applicable law from any amounts payable pursuant to this Agreement (i) a certificate or certificates (each, a “CertificateWithholding Taxes”). To the extent the amounts are so withheld by the Company or the Rights Agent, which as the case may be, and paid over to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of whom such deduction and withholding was made. In the event the Company becomes aware that a payment under this Agreement is subject to Withholding Taxes (other than U.S. federal backup withholding), the Company shall use commercially reasonable efforts to provide written notice to the Rights Agent and the Rights Agent shall use commercially reasonable efforts to provide written notice of such Withholding Taxes to the applicable Holders and the Company and the Holders shall use commercially reasonable efforts cooperate with one another to minimize taxes required by applicable law to be withheld or deducted from any payments made under this Agreement. For the avoidance of doubt, in the event that notice has been provided to an applicable Holder pursuant to this Section 2.4(c), no further notice shall be required to be given for any future payments of such Withholding Tax. The Company will use commercially reasonable efforts to provide withholding and reporting instructions in writing (email being sufficient) to the Rights Agent from time to time as relevant, and upon reasonable request of the Effective Time represented outstanding shares Rights Agent. The Rights Agent shall have no responsibilities with respect to tax withholding, reporting or payment except as set forth herein or as specifically instructed by the Company. (c) Any portion of Company Common Stock, a CVR Payment that remains undistributed to the Restricted Shares Holders six (6) months after the applicable Calendar Quarter end (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to the Company RSUsor a person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), that were canceled or converted and became instead any Holder will thereafter look only to the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter Company for payment of transmittal such CVR Payment (which shall specify that delivery shall be effectedwithout interest). (d) If any CVR Payment (or portion thereof) remains unclaimed by a Holder two (2) years after the applicable Calendar Quarter end (or immediately prior to such earlier date on which such CVR Payment would otherwise escheat to or become the property of any Governmental Authority), and risk of loss and title such CVR Payment (or portion thereof) will, to the Certificates shall passextent permitted by applicable Law, only upon delivery become the property of the Certificates (or affidavits of loss in lieu thereof) Company and will be transferred to the Paying Agent, and which shall be Company or a person nominated in such form and shall have such other customary provisions as Parent and writing by the Company may reasonably agree prior (with written notice thereof from the Company to the Closing Date) and (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor. Neither the holder Company nor the Rights Agent will be liable to any Person in respect of such Certificate shalla CVR Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law. In addition to and not in limitation of any other indemnity obligation herein, the Company agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to Section 2.3in connection with transferring such property to the Company, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a public office or a person other than nominated in writing by the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestCompany.

Payment Procedures. As soon as practicable after the Effective ------------------ Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of a Certificate, other than Parent, the Company Common Stockand any wholly owned subsidiary of Parent or the Company, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall be in such a form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for the use thereof in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of Company cash into which the shares of Common Stock formerly theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 2.5, and the Certificate Certificates so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder transfer of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock owned by Parent or any wholly owned subsidiary of Parent or held in the treasury of the Company or by any wholly owned subsidiary of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as contemplated by this Article II, without interestit may reasonably direct as indemnity against any claim that may be made against Parent or the Paying Agent.

Payment Procedures. As soon promptly as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, a Certificate: (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment the right to receive the Per Share Amount with respect to each share of the Merger ConsiderationCompany Common Stock evidenced by such Certificate. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for Per Share Amount with respect to each share of Company Common Stock formerly represented evidenced by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all pay any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated Per Share Amount with respect to each share of Company Common Stock evidenced by this Article II, without interestsuch Certificate. No interest will be paid or will accrue on the Per Share Amount payable upon surrender of any Certificate.

Payment Procedures. As soon as practicable Promptly (and in no event later than the third business day) after the Effective Time, the Surviving Corporation Acquiror shall cause the Paying Exchange Agent to mail to each holder Holder who, as of record of Company Common the Effective Time, holds a Certificate or Certificates (excluding any Certificates for Treasury Stock, ): (i) a certificate or certificates (each, a “Certificate”), which as form letter of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted transmittal; and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) for cancellation and delivery in exchange for payment of the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder Holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration, without interest, for each share Consideration as determined pursuant to Section 2.1(a). In the event of a surrender of a Certificate representing shares of Company Common Stock formerly represented by that are not registered in the transfer records of the Company under the name of the Holder surrendering such Certificate, and a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Holder in whose name the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered registered if such Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment issuance shall have paid all pay any transfer and or other Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a person Person other than the registered holder Holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such Tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the applicable amount of the Merger Consideration with respect thereto as contemplated by this Article IIdetermined pursuant to Section 2.1(a), in such case without interestany interest thereon.

Payment Procedures. As soon as reasonably practicable after the Effective Time, but in no event later than four (4) business days after the Surviving Corporation Effective Time (assuming the Company has provided to Acquiror an electronic list of the names, addresses, and tax identification numbers of the Company Stockholders and the information provided in the certificate in Section 6.08 at least one (1) business day prior to the Effective Time), Acquiror shall cause the Paying Exchange Agent to mail to each holder record holder, as of record the Effective Time, of Company Common Stock, (i) a an outstanding certificate or certificates (eacheach a "Certificate" and collectively, a “Certificate”), which as of the "Certificates") that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, Stock (iiexcluding any shares described in Sections 2.01(c)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment therefor. The Exchange Agent shall provide to the Company (for delivery to the Company Stockholders) all such documentation in advance of the Merger ConsiderationEffective Time, but in any event not less than one (1) week prior to the Closing Date. Upon surrender to the Exchange Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificateapplicable consideration set forth in Section 2.01, and the such Certificate so surrendered shall forthwith be canceled. If payment In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Merger Consideration is to Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that registered if (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) the person such Person surrendering such Certificate and requesting such payment issuance shall have paid all pay any transfer and or other Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a person Person other than the registered holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such Tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article IIapplicable consideration set forth in Section 2.01, without interestany interest thereon.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Company Common Stocka Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Class A Stock (other than Excluded Shares and Restricted Shares), (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the such Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents”), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Class A Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. If In the event of a transfer of ownership of Class A Stock that is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration is to be made to a person must either pay any transfer or other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate so surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on any Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender, the Merger Consideration for each share of Class A Stock (other than Excluded Shares, Restricted Shares and any Dissenting Shares) formerly represented by such Certificate. The Payment Fund shall not be used for any purpose other than as contemplated by set forth in this Article II. Any interest, without interestdividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates.

Payment Procedures. As soon A. With respect to rehabilitation and renovation Projects, no payments are authorized or shall be made for stored material. Payments shall be made only for material incorporated into the Work. With respect to new construction, payments for stored material shall be made only if the Board specifically approves them, at its sole discretion. If the Board authorizes payment to be made on account of materials and equipment not incorporated in the Work, but delivered and suitably stored at the Site, or at some other location agreed upon in writing, General Contractor is entitled to the payments only if General Contractor submits appropriate bills of sale, waivers of lien, and other documents (such as, but not limited to completed UCC filings) the Board may require to establish its title to them and otherwise protect its interests, and complies with such other procedures as practicable after the Effective TimeBoard requires, including, but not limited to, those related to insurance and transportation to the Site, inspection and inventory of the materials or equipment. B. If General Contractor has complied with the requirements, Architect shall issue General Contractor a certificate for the amount which Architect determines to be properly due as agreed upon during the payment review meeting (including materials that are suitably stored, but not incorporated in the Work at no more than eighty percent (80%) of their actual value), during the preceding payment period. The amount of each partial payment is the total sum of completed Work less prior partial payments, retainage and payments withheld. C. Retainage of ten percent (10%) of the contract amount (including the value of change orders) shall be withheld from partial payments to General Contractor until the Work is fifty percent (50%) complete. Upon 50% completion of the Work, in accordance with performance measures as set forth in this Agreement, the Surviving Corporation retainage will be reduced to five percent (5%) of the Contract Amount as set forth above, and the 5% shall cause be released to General Contractor. Upon Final Acceptance of the Paying Agent Work, the remaining 5% retainage shall be released to mail General Contractor. General Contractor must pay all retainage owed to each holder Subcontractor for satisfactory completion of record of Company Common Stock, such Subcontractor’s accepted work within ten (i10) a certificate or certificates (each, a “Certificate”), which as days after any portion of the Effective Time represented outstanding shares retainage is released by the Board to the General Contractor. D. No certificate issued nor payment to General Contractor, nor partial or entire use of Company Common Stock, the Restricted Shares Work or occupancy of the Site by the Board or the Company RSUs, that were canceled User is an acceptance of any Work or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed materials not in accordance with the instructions Contract Documents. E. Architect's certificates for payment are for the benefit of the Board and shall not be relied upon by any other party (including any surety or Subcontractor of General Contractor) in any action against the Board, Architect or anyone acting on behalf of either of them. F. Architect, Program Manager and such other customary documents Construction Manager may recommend that the Board withhold or nullify the whole or a part of any application for payment or any certificate for payment to the extent as may reasonably be required by necessary to protect the Paying Agent)Board from loss because of: (i) defective Work not remedied; (ii) claims filed or reasonable evidence indicating probable filing of claims; (iii) failure of General Contractor to properly pay Subcontractors or for material, services, or labor; (iv) a reasonable doubt that the Contract Documents can be completed for the balance then unpaid; (v) damage to the Work or property of the Board, the holder of such Certificate shall, subject to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented User or another contractor; (vi) erroneous estimates by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment General Contractor of the 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 of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason value of the payment of Work performed; (vii) delinquent reports not remedied, including, but not limited to, monthly MBE/WBE utilization reports and certified payroll; (viii) unauthorized deviations by General Contractor from the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.Contract Documents; and

Payment Procedures. (i) As soon as practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate Certificate or certificates (each, a “Certificate”), which as of Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted (other than Excluded Shares and became instead the right to receive the Merger Consideration pursuant to Section 2.1(aDissenting Shares) or Section 2.4, (iiA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Dateagree) and (iiiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate (or affidavits affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the Merger Consideration, without interest, for each share number of Company Common Stock formerly Shares represented by such CertificateCertificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.2(h)), and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by No interest shall be paid or accrue on any cash payable pursuant to this Section 2.2. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each Certificate shall be deemed at any time after the Effective Time to represent only 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 contemplated by this Article IIthe Paying Agent may reasonably request), without interestbe 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 (less any required Tax withholdings as provided in Section 2.2(h)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of cash into which the shares of Company Common Stock formerly represented by such CertificateCertificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all pay any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable after the ------------------ Effective Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or any subsidiary of the Company Common Stockor Parent, Purchaser or any other subsidiary of Parent or the Shareholder) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding Shares (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall or have established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.25.2(b), each Certificate (other than Certificates representing the Shares owned by Parent, any subsidiary of Parent or the Shareholder or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.

Payment Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock, Stock (other than the Company Common Stock to be canceled in accordance with Section 2.01(b)) (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agree prior to the Closing Date) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate (or affidavits of loss in lieu thereof) a Book Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such CertificateCertificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (i) As soon as practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate Certificate or certificates (each, a “Certificate”), which as of Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(aStock (other than Excluded Shares) or Section 2.4, (iiA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Dateagree) and (iiiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate (or affidavits affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the Merger Consideration, without interest, for each share number of shares of Company Common Stock formerly represented by such CertificateCertificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.10(h)), and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (ii) Notwithstanding anything to the contrary in this Section 2.2Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each Certificate shall be deemed at any time after the Effective Time to represent only 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 contemplated by this Article IIthe Paying Agent may reasonably request), without interestbe 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 Common Stock (less any required Tax withholdings as provided in Section 2.10(h)), and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after the Effective Time, but in any event no later than three business days after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Stock (the Restricted Shares or the Company RSUs, that "Certificates") whose shares were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.42.01, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall be in such form and shall have such other customary provisions not inconsistent with this Agreement as Parent and the Company may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration in respect of the shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceledcancelled. If payment any portion of the Merger Consideration is to be made paid to a person other than the person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the payment of payment such Merger Consideration that (xi) the surrendered Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (yii) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration shall (A) pay to the Paying Agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Certificate surrendered and shall have established or (B) establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by amounts which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on the Merger Consideration. Each of the Surviving Corporation, without interestParent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code (as defined in Section 3.01(i)(ii)) or any provision of Tax (as defined in Section 3.01(j)(xiii)) law. To the extent that amounts are so withheld by the Surviving Corporation, Parent or the Paying Agent, as the case may be, and to the extent that Parent and Sub promptly pay such withheld amounts to the appropriate Governmental Entity on behalf of the applicable holder(s), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock, in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be.

Payment Procedures. As soon as practicable after the Effective Time, the Surviving Corporation shall cause Upon surrender to the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentCertificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), Agent shall pay to the holder of such Certificate shall, subject to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share shares of Company Common Stock formerly Share Capital evidenced by such Certificate the aggregate Price Per Share attributable to the number of shares of the Company Common Share Capital represented by such Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 3.02(c), each Certificate so surrendered (other than Certificates representing Dissenting Shares arid Certificates representing shares covered by Section 3.01 (b)) will represent for all purposes only the right to receive the aggregate Price Per Share relating thereto. No interest shall forthwith accrue or be canceledpaid in respect of cash payable upon the surrender of Certificates. At the Effective Time, all Certificates issued immediately prior to the Effective Time shall automatically be cancelled, and holders of Certificates shall cease to have any rights as shareholders of the Company, except as provided herein or under applicable Law. If any payment of cash in respect of cancelled shares of the Merger Consideration Company Common Share Capital is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that (x) the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all pay to the Paying Agent any transfer and or other Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established shares or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by Notwithstanding anything to the contrary in this Section 2.2Agreement: (i) the Parent, each Certificate Amalgamated Company and Paying Agent shall be deemed at entitled to deduct and withhold from any time after consideration payable or otherwise deliverable to any holder of Company Common Share Capital under this Agreement such amounts as are required to be deducted or withheld therefrom with respect to the Effective Time making of such payment under the Code, Section 116 of the Income Tax Act (Canada) or under any other provision of applicable Law; and (ii) to represent only the right extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to receive the Merger Consideration as contemplated by this Article II, without interestapplicable holder of Company Common Share Capital.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than holders of Shares cancelled pursuant to Section 3.1(b)) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding Shares of Company Common StockStock (the “Certificates”), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of an amount equal to the product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the surrendered Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.24.2, each Certificate shall be deemed at any time after the Effective Time each Certificate (other than Certificates representing Shares canceled pursuant to Section 3.1(b)) shall represent for all purposes only the right to receive an amount equal to the product of (i) the number of Shares represented by such Certificate and (ii) the Merger Consideration as contemplated by this Article IIConsideration, without interestany interest thereon.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company, Parent, Merger Sub or any of their respective subsidiaries or holders of Dissenting Shares) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common StockStock (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject shall be paid in cash an amount equal to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.22.7(b), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestin Section 2.6.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as other than the holders of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration cancelled pursuant to Section 2.1(a2.7(b)) or Section 2.4, (iii) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Merger Consideration, in each case, in a customary form to be reasonably agreed upon by Parent and the Company prior to Closing. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) Certificates for cancellation to the Paying AgentAgent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificatesurrendered, and the Certificate so any Certificates surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (xA) the Certificate so surrendered shall be properly endorsed or shall otherwise be in Person requesting such exchange present proper form for evidence of transfer and (yB) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the payment of the Merger Consideration to in the name of a person Person other than the registered holder of such Certificate or Book-Entry Share surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.8, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than three Business Days following the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate Certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding Certificates whose shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.42.1(b), (iii) a letter of transmittal (which shall must specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall will be in such form and shall have such other customary provisions as Parent and the Company and Buyer may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, will be entitled to receive in exchange therefor cash in an amount equal to the product of (i) the number of shares of Common Stock represented by such Certificate multiplied by (ii) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall will forthwith be canceled. If payment of Absolutely no interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall will be a condition of payment that (x) the Certificate so surrendered shall will be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment payment, shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable after the Effective Time, the Surviving Corporation shall cause Upon surrender to the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentCertificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), Agent shall pay to the holder of such Certificate shall, subject to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share shares of Company Common Stock formerly Share Capital evidenced by such Certificate the aggregate Price Per Share attributable to the number of shares of the Company Common Share Capital represented by such Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 3.02(c), each Certificate so surrendered (other than Certificates representing Dissenting Shares and Certificates representing shares covered by Section 3.01(b)) will represent for all purposes only the right to receive the aggregate Price Per Share relating thereto. No interest shall forthwith accrue or be canceledpaid in respect of cash payable upon the surrender of Certificates. At the Effective Time, all Certificates issued immediately prior to the Effective Time shall automatically be cancelled, and holders of Certificates shall cease to have any rights as shareholders of the Company, except as provided herein or under applicable Law. If any payment of cash in respect of cancelled shares of the Merger Consideration Company Common Share Capital is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that (x) the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all pay to the Paying Agent any transfer and or other Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established shares or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by Notwithstanding anything to the contrary in this Section 2.2Agreement: (i) the Parent, each Certificate Amalgamated Company and Paying Agent shall be deemed at entitled to deduct and withhold from any time after consideration payable or otherwise deliverable to any holder of Company Common Share Capital under this Agreement such amounts as are required to be deducted or withheld therefrom with respect to the Effective Time making of such payment under the Code, Section 116 of the Income Tax Act (Canada) or under any other provision of applicable Law; and (ii) to represent only the right extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to receive the Merger Consideration as contemplated by this Article II, without interestapplicable holder of Company Common Share Capital.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right entitled to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, 3.01(a): (iii) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall forthwith then be canceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to which the holder of such Certificate is entitled pursuant to this Article II, without interestIII. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.

Payment Procedures. As soon as practicable possible after the Effective TimeClosing Date (but in any event within three Business Days thereof), the Surviving Corporation Company shall cause the Paying Agent to mail to each holder of record of Company Common StockCertificate(s) that, (i) a certificate or certificates (each, a “Certificate”), which as of immediately prior to the Effective Time Time, represented outstanding Company Shares whose shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead into the right to receive the or be exchanged for Merger Consideration pursuant to Section 2.1(a) or Section 2.4, 2.1: (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and shall have such other customary provisions as Parent Parent, the Paying Agent and the Company may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect of the Company Common Stock formerly Shares previously represented by such CertificateCertificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time Closing Date to represent only the right to receive receive, upon such surrender, the Merger Consideration as contemplated by this Article II, without interestSection 2.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of Company Common Stock, (ithe Effective Time) of a certificate or certificates (each, a the “CertificateCertificates”), which as of immediately prior to the Effective Time represented the outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4Consideration, (iii) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereofthereof and any required bond in accordance with Section 1.10) to the Paying Agent, and which shall be in such form Agent and shall have contain such other customary provisions as Parent and or the Company Paying Agent may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (which instructions shall include provisions for payment of the Merger Consideration to a person other than the person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to receipt of appropriate documentation and payment of any applicable taxes). Upon surrender of Certificates for cancellation (or affidavits of loss in lieu thereofthereof together with any required bond in accordance with Section 1.10) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying 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 (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall, subject to Section 2.3, Certificates formerly representing the Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate Certificates so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registeredUntil so surrendered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive the Merger Consideration as contemplated by this Article IIConsideration. Promptly following surrender of any such Certificates, the Paying Agent shall deliver to the record holders thereof, without interest, the Merger Consideration.

Payment Procedures. (a) Immediately prior to the Mid-Tier Effective Time, AVB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company (the "Paying Agent"), for the benefit of the holders of Outstanding Shares, for exchange in accordance with this Section 3.2, cash in an amount equal to the Aggregate Merger Consideration (such cash shall hereinafter be referred to as the "Exchange Fund"). (b) As soon as practicable after the Mid-Tier Effective Time, and in no event later than five Business Days thereafter (which date shall be referred to as the Surviving Corporation "Mailing Date"), AVB shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate Certificate or certificates (eachCertificates at the Mid-Tier Effective Time, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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"Transmittal Form") and (iii) containing instructions for use in effecting the surrender of the Certificates Certificates. Westborough Financial shall have the right to approve the Transmittal Form. (c) Each Transmittal Form shall permit the holder (or affidavits in the case of loss nominee record holders, the beneficial owner through appropriate and customary documentation and instructions) to receive the Per Share Merger Consideration for each share of Westborough Financial Common Stock. A Transmittal Form shall be deemed properly completed only if accompanied by one or more Certificates representing all shares of Westborough Financial Common Stock covered by such Transmittal Form, together with duly executed transmittal materials included with the -13- Transmittal Form. Neither AVB nor the Paying Agent shall be under any obligation to notify any Person of any defect in lieu thereofa Transmittal Form. (d) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for exchange and cancellation to the Paying Agent, together with such letter of transmittalthe Transmittal Form, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall, subject to Section 2.3, Certificates shall be entitled to receive in exchange therefor a check representing the Merger Consideration, without interest, for each share amount of Company Common Stock formerly represented by cash which such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article III. (e) At and after the Mid-Tier Effective Time, there shall be no transfers on the stock transfer books of Westborough Financial of the shares of Westborough Financial Common Stock which were outstanding immediately prior to the Mid-Tier Effective Time and if, after the Mid-Tier Effective Time, Certificates are presented for transfer, they shall be canceled against delivery of the Per Share Merger Consideration as contemplated by herein provided. (f) The provisions of this Article IIIII assume that there will be 598,171 shares of Westborough Financial Common Stock that are Outstanding Shares or are issuable upon the exercise of Equity Interests through options or warrants or otherwise, without interestat the Mid-Tier Effective Time. If there is any change in this number as of the Mid-Tier Effective Time, the provisions of this Article III, including the Aggregate Merger Consideration and the Per Share Merger Consideration, will be appropriately adjusted.

Payment Procedures. As soon as reasonably practicable after the ------------------ Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company, Parent, Merger Sub or any of their respective subsidiaries or holders of Dissenting Shares) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common StockStock (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as ------------ form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject shall be paid in cash an amount equal to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.22.7(b), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestin Section 2.6.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the third business day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that whose Shares were canceled or converted and became instead the right to receive into the Merger Consideration pursuant to Section 2.1(a) or Section 2.4), (iiA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, Agent 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) mutually agree), and (iiiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. No interest shall be paid or accrued on such amounts. In the event that any Certificate represents both Rollover Shares and Shares entitled to receive the Merger Consideration, the Paying Agent shall take such action as necessary to split the Certificates accordingly. (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so number of Shares represented by such holder’s properly surrendered shall be properly endorsed Certificates (or shall otherwise be effective affidavits of loss in proper form for transfer and lieu thereof) or Book-Entry Shares multiplied by (y) the person requesting Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such payment shall have paid 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 other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established evidence to the reasonable satisfaction of the Surviving Corporation that such Tax either has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares, without interestsuch amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (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, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, in respect of which such deduction and withholding were made.

Payment Procedures. As soon as practicable after (a) Prior to the Effective Time, the Surviving Corporation Purchaser or the Exchange Agent shall cause the Paying Agent to mail make available, to each holder of record of Company Common Capital Stock, : (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal substantially in the form attached hereto as Exhibit C (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 Datea “Holder Letter”) and (iiiii) instructions for use in effecting the surrender of such holders’ certificate or certificates representing issued and outstanding shares of Company Capital Stock (the Certificates (or affidavits of loss in lieu thereof“Certificates”) in exchange for payment of the Merger Considerationconsideration into which the shares represented by such Certificate shall have been converted pursuant to Section 3.7(a)(i), (ii), (iii), (iv) or (v). Upon surrender to the Purchaser (or the Exchange Agent or another designee of the Purchaser) at the Closing or after the Closing of a Certificate (or affidavits of loss for cancellation, in lieu thereof) for cancellation to the Paying Agentany case, together with such letter of transmittala Holder Letter, duly properly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)duly executed, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive from the Exchange Fund, in exchange therefor therefor, the Merger Consideration, without interest, for each share of Company Common Stock formerly consideration into which the shares represented by such CertificateCertificate shall have been converted pursuant to Section 3.7(a)(i), (ii), (iii), (iv) or (v), less any applicable withholding as set forth in Section 3.12(d) (if any), promptly following the times such consideration is deposited into the Exchange Fund in accordance with this Agreement, and the Certificate so surrendered shall forthwith be canceled. If payment No interest will be paid or accrued on the amounts payable upon surrender of any Certificate. In the event of a permitted transfer of ownership of Company Capital Stock which is not registered in the transfer records of the Merger Consideration is Company, the consideration into which the shares represented by such Certificate shall have been converted pursuant to Section 3.7(a)(i), (ii), (iii), (iv) or (v), may be made paid to a person other than transferee if the person in whose name the surrendered Certificate is registeredpresented to the Purchaser, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for accompanied by all documents required to evidence and effect such transfer and (y) the person requesting such payment shall have paid all by evidence that any applicable transfer and or other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.23.12(a), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration consideration into which the shares represented by such Certificate shall have been converted pursuant to Section 3.7(a)(i), (ii), (iii), (iv) or (v). If any certificate evidencing any share of Company Capital Stock shall have been lost, stolen or destroyed, the Purchaser may, as contemplated by a condition precedent to the issuance of any consideration pursuant to this Article IIIII, without interestrequire the owner of such lost, stolen or destroyed certificate to provide an appropriate affidavit with respect to such certificate. (b) Prior to the Effective Time, the Purchaser or the Exchange Agent shall make available to each Carve-Out Participant a letter of acknowledgement substantially in the form attached hereto as Exhibit D (a “Letter of Acknowledgement”). Upon delivery to the Purchaser (or the Exchange Agent or another designee of the Purchaser) at the Closing of a Letter of Acknowledgement properly completed and duly executed, the Carve-Out Participant shall be entitled to receive the payments to which such Carve-Out Participant is entitled under this Agreement and the Company Carve-Out Plan, less any applicable withholding as set forth in Section 3.12(d). No interest will be paid or accrued on any amount payable to any Carve-Out Participant. If a Carve-Out Participant fails to timely deliver a properly completed and duly executed Letter of Acknowledgment, the Carve-Out Participant shall have no rights or interests under the Company Carve-Out Plan or the provisions of this Agreement applicable thereto. (c) Any amounts in the Exchange Fund remaining unclaimed by Holders or Carve-Out Participants at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity pursuant to applicable Laws shall become, to the extent permitted by applicable Laws, the property of the Purchaser, free and clear of all claims or interests of any Person previously entitled thereto. None of the Purchaser, the Shareholders Representative, the Surviving Corporation or the Exchange Agent shall be liable to any Holder or Carve-Out Participant for any cash or stock from the Exchange Fund lawfully delivered to a public official pursuant to any abandoned property, escheat or similar Law. (d) Notwithstanding any other provisions contained in this Agreement, the Purchaser, the Company, the Exchange Agent or the Surviving Corporation (as appropriate) shall be entitled to deduct and withhold from consideration otherwise deliverable pursuant to this Agreement to any Holder or Carve-Out Participant (or any other Person receiving consideration) such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. At least fifteen (15) days prior to the Closing Date or the date of any other payment hereunder (as applicable), the Purchaser shall notify the Company in writing if the Purchaser intends to deduct and withhold any amounts pursuant to this Section 3.12(d) (other than income and employment taxes withheld from compensation payable to current or former employees, for which no such notice shall be required) and shall reasonably cooperate with the Company, the Holders and the Carve-Out Participants to mitigate, reduce or eliminate any such withholding. The Purchaser or the Surviving Corporation, as applicable, shall provide each Holder or Carve-Out Participant from whom funds are properly withheld with a receipt or other available evidence (other than any current or former employee with respect to compensation payable to such individual, for which no such receipt or evidence shall be required) showing payment of such withheld amounts to the appropriate Governmental Entity within thirty (30) days following the date of such withholding. To the extent that amounts are so withheld and timely remitted to the relevant Tax Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. In the case of any payments to employees of the Company for which tax withholding is required, such amounts shall be delivered to the Surviving Corporation and paid through the Surviving Corporation’s payroll system.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Company Common Stock, a Certificate or Certificates (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent the Surviving Corporation reasonably may specify and the Company may as shall be reasonably agree prior acceptable to the Closing DateCompany) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agents message" in accordance with the instructions (case of a book entry transfer, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (a) the number of shares of Company Common Stock formerly represented by such Certificate, multiplied by (b) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If any holder of a Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the second Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that whose Shares were canceled or converted and became instead the right to receive into the Merger Consideration pursuant to Section 2.1(a) or Section 2.4), (iiA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, Agent 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 Datemutually agree) and (iiiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration to which such holder of Shares is entitled pursuant to Section 2.1(a) (less any applicable withholding Taxes). (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, Certificates (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 Merger Consideration, without interest, for each share product of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so number of Shares represented by such holder’s properly surrendered shall be properly endorsed Certificates (or shall otherwise be effective affidavits of loss in proper form for transfer lieu thereof) or Book-Entry Shares and (y) the person requesting Merger Consideration (less any applicable withholding Taxes). 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 that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such payment shall have paid 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 other to evidence that any applicable stock transfer Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is are not applicable. Until surrendered . (iii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as contemplated by this Section 2.2applicable, each Certificate shall be deemed at entitled to deduct and withhold from any time after amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to receive the Merger Consideration as contemplated by this Article II, without interestPerson in respect of which such deduction or withholding was made.

Payment Procedures. As soon as practicable ‌ (i) Promptly after the Effective Time (but no later than two (2) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to will mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented representing outstanding shares of Company Common StockStock immediately prior to the Effective Time (a “Certificate”) and to each holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), the Restricted Shares or the Company RSUsin each case, that whose shares were canceled or converted and became instead into the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, 2.01(a)(ii):‌ (ii1) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares to the Paying Agent, Exchange Agent and which shall be in such form and shall have such other customary provisions as substance reasonably satisfactory to Parent and the Company may reasonably agree prior to the Closing Date) and Company, and (iii2) instructions for use in effecting the surrender of the such Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.02(b)(iii) by, the Exchange Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)Book-Entry Share, the holder of such Certificate shall, subject to Section 2.3, thereof will be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such CertificateCertificate or Book-Entry Share surrendered under this Agreement. Until such time as the Merger Consideration is issued to or at the direction of the holder of a surrendered Certificate or Book-Entry Shares, the Parent Common Stock that constitutes a portion thereof shall not be voted on any matter. (iii) The Exchange Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates and Book- Entry Shares in accordance with customary exchange practices.‌ (iv) 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 so surrendered of Book-Entry Share shall forthwith be canceled. If payment 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. (v) If any Merger Consideration is to be made remitted to a person name other than the person that in whose name the surrendered which a Certificate or Book-Entry Share is registered, it shall no Merger Consideration may be a condition of payment that paid in exchange for such surrendered Certificate or Book- Entry Share unless: (x1) either (A) the Certificate so surrendered shall be is properly endorsed endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer and or (yB) the person Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid all (A) pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.Book-Entry Share or

Payment Procedures. As soon as practicable Not more than 5 days after the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail to each holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Owners may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger ConsiderationPer Share Price. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying AgentSurviving Corporation), the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger ConsiderationPer Share Price, without interestinterest (less the Per Share Escrow Amount, which shall be deposited with the Escrow Agent pursuant to Section 3.2(b)(i)), for each share of the Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration Per Share Price is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration Per Share Price to a person Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration Per Share Price as contemplated by this Article IIIII, without interest.

Payment Procedures. As soon as practicable after the Effective Time, the Surviving Corporation shall cause Upon surrender to the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentCertificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), Agent shall pay to the holder of such Certificate shall, subject the aggregate Price Per Share attributable to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share number of shares of the Company Common Stock formerly represented by such Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 1.12(c), each Certificate so surrendered (other than Certificates representing Dissenting Shares and Certificates representing shares covered by Section 1.10(b)) will represent for all purposes only the right to receive the aggregate Price Per Share relating thereto. No interest shall forthwith accrue or be canceledpaid in respect of cash payable upon the surrender of Certificates. At the Effective Time, all Certificates outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and holders of Certificates shall cease to have any rights as stockholders of the Company, except as provided herein or under applicable state corporation law. If any payment of cash in respect of cancelled shares of the Merger Consideration Company Common Stock is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that (x) the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the person Person requesting such payment shall have paid all pay to the Paying Agent any transfer and or other Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established shares or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by Any consideration otherwise payable pursuant to this Section 2.2, each Certificate Agreement shall be deemed at subject to all applicable federal, state, local and foreign Tax withholding requirements. For purposes of this Agreement, “Tax” (including, with correlative meaning, the terms “Taxes” and “Taxable”) means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, transfer, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any time after nature whatsoever, together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, entity or group (as defined in the Effective Time to represent only Securities and Exchange Act of 1934, as amended (the right to receive the Merger Consideration as contemplated by this Article II, without interest“Exchange Act”)).

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or any Subsidiary of the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common StockStock (the "Certificates"), (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agree prior to the Closing Datespecify) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject shall be paid in cash in an amount equal to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any subsidiary of Parent or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than three Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each registered holder of record of Company Common Stock, a Certificate (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the such Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) such Certificate in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent for cancellation, together with such the associated letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.32.01(d), be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. The aggregate Merger Consideration payable in respect of each Certificate shall be rounded to the nearest whole cent. If payment of the 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 of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all 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 Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest. Any holder of Book-Entry Shares shall not 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 this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall, subject to Section 2.01(d), automatically upon the Effective Time be entitled to receive, and the Surviving Corporation shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (but in no event more than three Business Days thereafter), the Merger Consideration for each Book-Entry Share. The aggregate Merger Consideration payable to a holder of Book-Entry Shares shall be rounded to the nearest whole cent.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than two (2) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that whose Shares were canceled or converted and became instead the right to receive into the Merger Consideration pursuant to Section 2.1(a) or Section 2.43.1, (iix) a letter of transmittal (which shall specify that that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Paying Agent may agree and which are reasonably agree prior satisfactory to the Closing Date) Company), and (iiiy) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. . (ii) Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation Certificates to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s properly surrendered Certificates multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof). Parent and Merger Sub shall pay all stock transfer Taxes with respect to the sale and transfer of any Shares; provided, however, that in the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate so surrendered shall may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, properly endorsed or shall otherwise be in proper form for transfer and (y) in each case accompanied by evidence to the person requesting such payment shall have paid all satisfaction of the Paying Agent that any applicable stock transfer and other similar Taxes required by reason of the payment of the have been paid or are not applicable. (iii) The Paying Agent, Parent, Merger Consideration to a person other than the registered holder of such Certificate surrendered Sub and shall have established to the reasonable satisfaction of the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares, such amounts as are required to be withheld or deducted and paid over to the applicable Governmental Entity under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such Tax either has withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestother recipient of consideration hereunder in respect of which such deduction and withholding were made.

Payment Procedures. As soon as practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right entitled to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, SECTION 3.01(a): (iii) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "CERTIFICATES") shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall forthwith then be canceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2SECTION 3.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to which the holder of such Certificate is entitled pursuant to this Article II, without interestARTICLE III. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this ARTICLE III.

Payment Procedures. As soon as practicable Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, Stock (other than the Restricted Shares or the shares of Company RSUs, that were Common Stock to be canceled or converted and became instead the right to receive the Merger Consideration pursuant to in accordance with Section 2.1(a2.01(b)) or Section 2.4, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, in the case of Certificates, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agree in writing prior to the Closing Date) and (iiiii) instructions for use in effecting the surrender of | the Certificates (or affidavits of loss in lieu thereof) Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon (A) surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent) or (B) in the case of Book Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificate shall, subject to Section 2.3, or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such CertificateCertificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and to the reasonable satisfaction of the Surviving Corporation, (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such shares of Company Common Stock represented by such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable, and (z) the respective holder and the Person requesting such payment represents and agrees that it is the beneficial owner of such Merger Consideration for all Tax purposes. Until surrendered as contemplated by this Section 2.22.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable The Owner shall pay the Contract Price to the Contractor in accordance with the procedures set forth in this Article 6. On or before the 1st day of each month after the Effective Timecommencement of performance, but no more frequently than once monthly, the Surviving Corporation shall cause Contractor may submit a Payment Request for the Paying Agent to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as period ending the last day of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which previous month. Said Payment Request shall be in such form format and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Date) and (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents include whatever supporting information as may reasonably be required by the Paying AgentArchitect, the Owner, or both. Therein, the Contractor may request payment for ninety percent (90%) of that part of the Contract Price allocable to Contract requirements properly provided, labor, materials and equipment properly incorporated in the Project, and materials or equipment necessary for the Project and properly stored at the Project site(s) (or elsewhere if offsite storage is approved in writing by the Owner), less the holder total amount of such Certificate shall, previous payments received from the Owner. Any payment on account of stored materials or equipment will be subject to Section 2.3the Contractor providing written proof that the Owner has title to such materials or equipment and that they are fully insured against loss or damage. Moreover, any sums approved for stored materials shall be entitled at actual cost and shall not include markup by subcontractor or Contractor. Actual cost means costs charged by the manufacturer or the distributor for the manufacturer and the Payment Request shall include copies of invoices from the manufacturer or the distributor. When fifty percent (50%) of the Contract Price, as it may be adjusted, is due and the manner of completion of the Work and its progress are reasonably satisfactory to receive the Architect, the Owner shall withhold no more retainage. If, after discontinuing the retention, the Architect determines that the Work is unsatisfactory or has fallen behind schedule, retention shall be resumed at the previous level. Notwithstanding anything to the contrary elsewhere in exchange therefor the Merger ConsiderationContract Documents, without interestthe Owner shall maintain retainage of at least five percent (5%) of the Contract Price, as it may be adjusted, until the Contractor achieves Substantial Completion of the final stage of the Contract. Each Payment Request shall be signed by the Contractor and shall constitute the Contractor's representation that the quantity of Work has reached the level for each share of Company Common Stock formerly represented by such Certificatewhich payment is requested, that the Work has been properly installed or performed in strict compliance with this Contract, and that the Certificate so surrendered Contractor knows of no reason why payment should not be made as requested. Each Payment Request shall forthwith be canceled. If payment accompanied by all daily reports for the preceding month and 8" x 10" photographs (or efiles) of good quality depicting the then-current status of the Merger Consideration is to be made to a person other than Project and including such views, including without limitation aerial views, as the person in whose name Architect or the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestOwner may reasonably require.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock, Stock (i) a certificate or certificates (each, a “Certificate”), which as of other than the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were Stock to be canceled or converted and became instead the right to receive the Merger Consideration pursuant to in accordance with Section 2.1(a2.01(b)) or Section 2.4, (iii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agree prior to the Closing Date) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate (or affidavits of loss in lieu thereof) a Book Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall, subject to Section 2.3, or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such CertificateCertificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all 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 Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as practicable No more than two (2) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock, Stock and Preferred Stock (i) a certificate or certificates (each, a “Certificate”), which as form of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall (A) specify that delivery shall be effected, and risk of loss and title to the Stock Certificates held by such Person shall pass, only upon proper delivery of the Stock Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall (B) be in customary form reasonably acceptable to Parent and the Company with no representations or warranties or indemnities from holders thereof other than customary representations and warranties from such form holders with respect to ownership of such stock and shall the right and authority to sell such stock, and (C) have such other customary provisions as Parent and the Company may reasonably shall mutually agree prior to (including an affidavit of non-foreign status of each of the Closing Dateholders that complies with Section 1445 of the Code) and shall be in form and substance reasonably satisfactory to Parent and the Company), and (iiiii) instructions for use in effecting the surrender of the Stock Certificates (or affidavits of loss in lieu thereof) the appropriate documentation in exchange for payment of the applicable Merger Consideration, in each case in accordance with, and subject to, the terms of this Article III. Upon surrender of a Stock Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying AgentAgent consistent with this Section 3.2(b), as of the Effective Time, the holder of such Stock Certificate shall, subject to Section 2.3, shall be entitled to receive in exchange therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock Consideration into which the shares formerly represented by such CertificateStock Certificate shall have been converted pursuant, and subject, to the terms of this Article III, and the Stock Certificate so surrendered shall forthwith be canceledcancelled. If payment In the event of a transfer of ownership of a share of a Company Security that is not registered in the stock transfer books of the Company, the proper amount of Merger Consideration is to (as determined in accordance with, and subject to, the terms this Article III) may be made paid in exchange therefor to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) accompanied by all the person documents required by this Section 3.2(b), and the Person requesting such payment shall have paid all pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestCertificate.

Payment Procedures. As soon as practicable after Work proceeds under the Effective TimeAgreement, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock, payments (i“Progress Payments”) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title made by the Owner to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, 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 (iii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed XXXX in accordance with the instructions following procedure: (a) On or about the 25th day of the month, the XXXX shall review with the Program Manager and such Engineer a pencil draw of the proposed Application for Payment for costs incurred during the month. By the 1st day of each calendar month during the performance of the Work, the XXXX shall submit to the Owner an Application and Certificate for Payment, based on the Work completed during the previous month (“previous month” being defined for this Section only as the second calendar day of the prior month through the first calendar day of the current month), using a form approved by the Owner. A sample Application and Certificate for Payment is attached hereto as Exhibit I and incorporated herein by reference. XXXX shall not be paid any amounts exceeding the Guaranteed Max Price set forth in Section 6.1 of this Contract, unless modified by a properly executed written Contract Amendment in accordance with the provisions of Article 11 of this Contract “The undersigned Contractor certifies that the Work covered by this Application for Payment has been performed or completed in accordance with the Contract Documents, that the XXXX has paid or will pay subcontractors amounts due in accordance with the subcontract terms and conditions for Work for which previous Applications for Payment were issued and payments received from the Owner and that the current payment shown herein is now due.” (b) Each Application for Payment shall be based on the most recent schedule of values submitted by the XXXX in accordance with the Contract Documents. The schedule of values shall allocate the entire GMP among: (1) the various portions of the Work, including general conditions; and (2) the XXXX’x Fee. (c) With each Application for Payment, the XXXX shall submit payrolls, xxxxx cash accounts, receipted invoices or invoices with check vouchers attached, and any other customary documents evidence reasonably required in advance by the Owner or Engineer to demonstrate that payments already made or to be made by the XXXX on account of the Cost of the Work equal or exceed progress payments already received by the XXXX, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the XXXX’x Fee. (d) Each Application and Certificate for Payment shall be accompanied by (1) lien waivers of the XXXX conditioned upon payment by the Owner of the amount sought in the Application; (2) other documentation as may reasonably be requested by the Owner for the proper review of the Application and Certificate for Payment; (3) a list of current subcontractors, sub-subcontractors and material suppliers; (4) the Business Diversity Monthly Compliance Reports; and (5) all documents required by the Paying Agent)Owner Controlled Insurance Program (“OCIP”) Manual, as applicable. The Owner or Engineer shall promptly review each Application and Certificate for Payment and recommend for approval such amount as is properly due under the holder of such Contract Documents. (e) Payments by the Owner shall be made within thirty (30) days from the date on which an Application and Certificate shall, subject to Section 2.3, be entitled to receive in exchange therefor for Payment has been submitted and approved by the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment Owner. (f) When at least 95% of the Merger Consideration is to work has been completed, no further Progress Payments will be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableuntil Final Payment. Until surrendered as contemplated by this See Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.6.12