Common use of Payment Procedures Clause in Contracts

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. 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 Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, Acquiror shall cause Time and in any event not later than the Exchange Agent to mail to each record holder, as of fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of an outstanding certificate or certificates record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (iA) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (iiB) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Certificates for payment therefor. Merger Consideration. (ii) Upon surrender of Certificates or Book-Entry Shares to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may customarily be required documentsby the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the applicable amount product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceledper Share. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are Shares that is not registered in the transfer records of the Company under the name Company, a check for any cash to be paid upon due surrender of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Certificate may be issued paid to such a Person other than the Person in whose name transferee if the Certificate so surrendered formerly representing such Shares is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Person surrendering Paying Agent, accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay to evidence that any applicable stock transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, Acquiror shall cause Time and in any event not later than the Exchange Agent to mail to each record holder, as of third Business Day following the Effective Time, the Paying Agent will mail to each holder of an outstanding certificate or certificates record of Common Shares whose Common Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (iA) a form letter of transmittal (which will specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company shall reasonably determine) and (iiB) instructions for use in effecting the surrender of Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares in exchange for the Certificates for payment therefor. Merger Consideration. (ii) Upon surrender of Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may customarily be required documentsby the Paying Agent, the holder of such Certificate shall Certificates or Book-Entry Shares will be entitled to receive in exchange therefor a payment in an amount equal to the applicable product of (x) the number of Common Shares formerly represented by such holder’s properly surrendered Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends Certificates or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceledBook-Entry Shares. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are Shares that is not registered in the transfer or stock records of the Company under Company, the name Merger Consideration to be paid upon due surrender of the Person surrendering Certificate formerly representing such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Shares may be issued paid to such a Person other than the Person in whose name the Certificate so surrendered is registered transferee if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer is presented to the Person surrendering Paying Agent, accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay to evidence that any applicable stock transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Common Shares or any holder of Company Stock Options, Company Performance Shares or Company RSUs, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (z) the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to the making of such Person surrendering payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such Certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm withheld or other financial intermediary that is a member of a medallion guarantee program. Until surrendered in accordance with the provisions of this Section 2.2, each Certificate shall represent deducted amounts will be treated for all purposes only of this Agreement as having been paid to the right to receive holder of the applicable consideration set forth Common Shares, Company Stock Options, Company Performance Shares or Company RSUs in Section 2.1, without any interest thereonrespect of which or whom such deduction and withholding were made.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding 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 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 Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss thereof) or Book-Entry Share for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a check in an amount equal to the applicable amount product of Merger Consideration pursuant to Section 2.1(a(x) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event number of a surrender of a Certificate representing shares of Company Common Stock which are not registered previously represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the transfer records Merger Consideration, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate so surrendered or Book-Entry Share is registered if registered, it shall be a condition of payment that (x) such the Certificate or Book-Entry Share 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) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of 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 for all purposes only the right to receive the applicable consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holderof Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced 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, (excluding any shares described in Sections 2.1(b)): (iii) 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 thereforof the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall shall, subject to Section 2.3, be entitled to receive in exchange therefor the applicable amount Merger Consideration, without interest, for each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which Company Common Stock formerly represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and the person requesting such issuance payment shall pay any have paid all transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of such Certificate or surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of as contemplated by 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 consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding 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 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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares without interest, for each share of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering formerly represented by such Certificate, a certificate representing and the proper number Certificate so surrendered shall immediately be canceled. If payment of shares of Acquiror Common Stock may the Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 in accordance with the provisions of as contemplated by 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 consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable after (a) No later than forty-five (45) days following the Effective Timeend of each Calendar Quarter during the CVR Term beginning with the Calendar Quarter ending on September 30, Acquiror 2023, commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds, the Company shall cause deliver to the Exchange Rights Agent a CVR Payment Statement for 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 mail to each record holder, as ninety percent (90%) of the Effective TimeCVR Payment plus the Adjustment Amount, if applicable (subject to the proviso in the definition of the term “CVR Payment”), for the applicable CVR Payment Period. Such CVR Payment will be transferred by wire transfer of immediately available funds to an outstanding certificate or certificates account designated in writing by the Rights Agent not less than twenty (each a "Certificate" and collectively, the "Certificates"20) that immediately Business Days prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender date of the Certificates for payment thereforapplicable payment. Upon surrender 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 Exchange address of each Holder set forth in the CVR Register at such time, an amount equal to such Holder’s CVR Payment Amount. The Rights Agent shall promptly, and in any event within ten (10) Business Days after receipt of a CertificateCVR Payment Statement under this Section 2.4(a), together send each Holder at its registered address a copy of such statement. For the avoidance 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(a) and the satisfaction of each of the Company’s obligations set forth in this Section 2.4(a). (b) The Rights Agent shall solicit from each Holder an IRS Form W-9 or applicable IRS Form W-8 at such letter of transmittal duly executed and time or times as is necessary to permit any other required documentspayment under this Agreement to be made without U.S. federal backup withholding. That notwithstanding, the holder of such Certificate Company shall be entitled to receive in exchange therefor deduct and withhold, and hereby authorizes the Rights Agent to deduct and withhold, any tax or similar governmental charge or levy, that is required to be deducted or withheld under applicable amount of Merger Consideration law from any amounts payable pursuant to Section 2.1(a) and Section 2.1(d) and any dividends this Agreement (“Withholding Taxes”). To the extent the amounts are so withheld by the Company or other distributions to which such holder is entitled pursuant to Section 2.2(j)the Rights Agent, as the case may be, and paid over to the appropriate Governmental Body, such Certificate withheld amounts shall forthwith be canceledtreated 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 parties shall use commercially reasonable efforts to 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(b), no further notice shall be required to be given for any future payments of such Withholding Tax. (c) Any portion of a surrender CVR Payment that remains undistributed to the 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 or a Certificate representing shares person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), and any Holder will thereafter look only to the Company for payment of Company Common Stock such CVR Payment (which are not registered in shall be without interest). (d) If any CVR Payment (or portion thereof) remains unclaimed by a Holder two (2) years after the transfer records 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), such CVR Payment (or portion thereof) will, to the extent permitted by applicable Law, become the property of the Company under and will be transferred to the name Company or a person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor. Neither the Company nor the Rights Agent will be liable to any Person surrendering such Certificate, in respect of a certificate representing the proper number of shares of Acquiror Common Stock may be issued CVR Payment delivered to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed public official pursuant to any applicable abandoned property, escheat or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the similar legal requirement under applicable consideration set forth in Section 2.1, without any interest thereonLaw.

Payment Procedures. As soon The CCRPC shall pay, or cause to be paid, to the SUBGRANTEE progress payments which may be monthly or as reasonably practicable after otherwise agreed to by the Effective Timeparties for actual costs incurred as determined by using cost records for each Task and expense line items such as labor, Acquiror shall cause the Exchange Agent to mail to each record holder, as benefits and direct and indirect costs of the Effective Timerequired services covered by this Agreement. Requests for payment shall be accompanied by progress reports and be made directly to the CCRPC, for all work. Request for payment for sub-consultant activities shall be included with the SUBGRANTEE’s submittals and will be documented separately. The CCRPC shall pay for all approved services, expenses and materials accomplished or used during the period of this Agreement, and only that effort will be included on invoices under this Agreement. The above payments shall be made promptly in accordance with applicable STATE and Federal regulations. The CCRPC shall seek to make payments within sixty (60) days of receipt of an outstanding certificate or certificates (each a "Certificate" invoice from the SUBGRANTEE. All payments by the CCRPC under this Agreement will be made in reliance upon the accuracy of all prior representations by the SUBGRANTEE including but not limited to bills, invoices, progress reports and collectively, other proofs of work. The completion of the "Certificates") that immediately prior Agreement is subject to the Effective Time evidenced outstanding shares availability of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter funds. Written reports delivered under the terms of transmittal and (ii) instructions for use in effecting the surrender this Agreement shall be printed using both sides of the Certificates for payment thereforpage whenever practical. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificate shall Payment must be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. 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 Company under requested using an invoice showing the name of project, period in which work is completed, amount billed for the Person surrendering such Certificateperiod of work completed, a certificate representing the proper number of shares of Acquiror Common Stock may amount billed to date and balance by task. Progress Reports must be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate submitted with each invoice. Invoice and supporting documentation shall be properly endorsed or otherwise be in proper form for transfer submitted electronically to ▇▇▇ ▇▇▇▇▇▇▇▇, Senior Planner at ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and also to ▇▇▇▇▇▇ ▇▇▇▇▇, Senior Business Manager at ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. Attachments C & D & E are provisions that flow down from CCRPC’s Agreement with the State of Vermont to the Person surrendering such Certificate SUBGRANTEE, and requesting such issuancetherefore become a part of this Agreement, (y) such Person surrendering such Certificate and requesting such issuance shall pay as applicable. Should any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate provisions be contradictory or shall establish to the satisfaction of Acquiror that such Taxes have been paid or are not applicablein conflict with another, 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 in accordance with the provisions of this Section 2.2, each Certificate flowing down from the specific funding source from CCRPC’s Agreement shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.be primary. ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Certificate (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 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 the Surviving Corporation or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares without interest, for each share of Company Common Stock which are not registered formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. 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 the transfer records accordance with normal exchange practices. If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 programto be paid. Until so surrendered or transferred, as the case may be, in accordance with the provisions of this Section 2.23.2, each Certificate shall represent after the Effective Time for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without Merger Consideration. No interest will be paid or accrued on any interest thereonamount payable upon due surrender of the Certificates.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Surviving Corporation will instruct the Paying Agent to mail to each holder of record holder(other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bthe "Certificates")): , (iA) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of Merger Consideration pursuant to Section 2.1(a(1) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event number of a surrender of a Certificate representing shares of Company Common Stock which are not registered in represented by such Certificate and (2) the transfer records Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered is registered if (x) such Certificate shall will be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall payment will pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish established to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 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 applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause instruct the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectivelywhich, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, or an "agent's message" in the case of a book entry transfer, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of (A) the number of shares of Company Common Stock formerly represented by such Certificate and (B) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and Consideration, less any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)required withholding taxes, and such the Certificate so surrendered shall forthwith be canceled. In No interest shall be paid or accrued on the event Merger Consideration payable upon the surrender of a surrender any Certificate. If any holder of a Certificate representing shares of Company Common Stock which are not registered 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 transfer records of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Surviving Corporation. If payment is to be issued 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 the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 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 applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror Parent shall cause the Exchange Paying Agent to mail to each holder of record holder, (as of the Effective Time, ) of an outstanding a certificate or certificates (each a "Certificate" and collectivelythe “Certificates”), the "Certificates") that which immediately prior to the Effective Time evidenced represented the outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): converted into the right to receive the portion of the Merger Consideration payable for such Company Common Stock, (i) a form 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 to the Paying Agent and shall contain such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe portion of the Merger Consideration 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 Certificates for cancellation to the Exchange Paying Agent of a Certificateor to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may be required documentspursuant to those instructions, the holder holders of such Certificate Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the applicable amount portion of the Merger Consideration pursuant payable for such shares of Company Common Stock, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to Section 2.1(a) evidence only the ownership of the respective portion of the Merger Consideration to which the record holder of such Certificates is entitled by virtue thereof. Promptly following surrender of any such Certificates and Section 2.1(d) and any dividends or other distributions the duly executed letters of transmittal, the Paying Agent shall deliver to the record holders thereof, without interest, the portion of the Merger Consideration to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event of a upon surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificatesaid Certificates, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer subject to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration restrictions set forth in Section 2.1, without any interest thereonherein.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Payment Agent shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectively, the "Certificates") that which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock represented Shares (excluding any shares described in Sections 2.1(bthe "Certificates")): , the following documents: (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 to the Payment Agent and shall be in such form and have such other provisions as Concord may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforwith respect thereto. Upon surrender of a Certificate for cancellation to the Exchange Payment Agent of a Certificate, together with such letter of transmittal transmittal, duly executed and any other required documentsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration payable with respect to the Shares represented by such Certificate pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)the provisions of this Article II, and such the Certificate so surrendered shall forthwith be canceledcancelled. 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 surrender transfer of a Certificate representing shares ownership of Company Common Stock Shares which are is not registered in the transfer records of the Company under the name Company, payment of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock applicable Merger Consideration may be issued made to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Person surrendering Payment Agent, accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay by evidence that any applicable stock transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes taxes have been paid or 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 programpaid. Until surrendered in accordance with the provisions of as contemplated by 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 upon such surrender the applicable consideration set forth in Merger Consideration with respect thereto as contemplated by this Section 2.1, without 2.2. No interest shall accrue or be paid to any interest thereonbeneficial 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 Promptly (and in no event later than the third business day) after the Effective Time, Acquiror shall cause the Exchange Agent to mail to each record holderHolder who, as of the Effective Time, of an outstanding certificate holds a Certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock Certificates (excluding any shares described in Sections 2.1(b)Certificates for Treasury Stock): (i) a form letter of transmittal transmittal; and (ii) instructions for use in effecting the surrender of the Certificates for payment thereforcancellation and delivery in exchange for the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate, together with such letter of transmittal duly executed and any other reasonably required documents, the holder Holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration as determined pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which that are not registered in the transfer records of the Company under the name of the Person Holder surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person Holder in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder Holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth amount of the Merger Consideration with respect thereto as determined pursuant to Section 2.1(a), in Section 2.1, such case without any interest thereon.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Paying Agent shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates (each a "“Certificate" and collectively”) representing shares of Common Stock or Class A Common Stock, other than shares owned by Parent, the "Certificates") that immediately prior to Company and any wholly-owned subsidiary of Parent or the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Company, (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 actual delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificateor to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal transmittal, duly executed and any completed in accordance with the instructions thereto, and such other documents as may reasonably be required documentsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration cash into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)1.6, and such Certificate the Certificates so surrendered shall forthwith be canceled. In No interest will be paid or will accrue on the event of a cash payable upon the surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if (x) registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder transfer of such Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 in accordance with the provisions of 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 for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1amount 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 thereondelivered 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 it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Paying Agent.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror the Paying Agent shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): : (i) a form 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 to the Paying Agent); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount Per Share Amount with respect to each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which Company Common Stock evidenced by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing ownership of shares of Company Common Capital Stock which are that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number amount of shares of Acquiror Common Stock cash may be issued paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or and other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate or shall establish to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of as contemplated by this Section 2.22.3(b), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1, without 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 payable upon surrender of any interest thereonCertificate.

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 reasonably practicable after the Effective Time, Acquiror and in no event later than three business days thereafter (which date shall be referred to as the "Mailing Date"), Buyer shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate a Certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to Certificates at the Effective Time evidenced outstanding shares of Company Common Stock (excluding 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 to the Paying Agent) (iithe "Transmittal Form") containing instructions for use in effecting the surrender of the Certificates. The Seller shall have the right to approve the Transmittal Form. (c) Each Transmittal Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate and customary documentation and instructions) to receive the Merger Consideration for each share of Seller Common Stock. A Transmittal Form shall be deemed properly completed only if accompanied by one or more Certificates for payment therefor. Upon surrender to the Exchange Agent representing all shares of a CertificateSeller Common Stock covered by such Transmittal Form, together with such letter of transmittal 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 for exchange and any other required documentscancellation to the Paying Agent, together with the Transmittal Form, duly executed, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a check representing the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to cash which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. 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 Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only has the right to receive in respect of the applicable consideration set forth Certificate surrendered pursuant to the provisions of Article II and Article III. (e) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Seller of the shares of Seller Common Stock which were outstanding immediately prior to the Effective Time and if, after the Effective Time, Certificates are presented for transfer, they shall be 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 any change in this number as of the Effective Time, the provisions of Section 2.13.01 and Section 3.03, without any interest thereonincluding the Merger Consideration will be appropriately adjusted.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Acquiror Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate a Certificate or certificates (each a "Certificate" and collectively, the "Certificates") Certificates that immediately prior to the Effective Time evidenced represented outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): other than Excluded Shares) (iA) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass 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 have such other provisions as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment thereforthe Per Share Merger Consideration to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavit of loss in lieu thereof) to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly executed and any completed in accordance with the instructions thereto, and such other documents as may be reasonably required documentsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration pursuant to (less any required Tax withholdings as provided in Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j2.10(h)), and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing ownership of shares of Company Common Stock which are that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number of shares of Acquiror Common Stock payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered registered, if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror Parent that such Taxes have Tax has been paid or are is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (ii) Notwithstanding anything to the contrary in this Agreement, and (z) 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 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 holder is a member of a medallion guarantee programentitled to receive pursuant to this Article 2. Until surrendered in accordance with the provisions of this Section 2.2In lieu thereof, each Certificate shall represent for all purposes only holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the applicable consideration set forth Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such share of Company Common Stock (less any required Tax withholdings as provided in Section 2.12.10(h)), without and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any interest thereoncash payable upon conversion of any Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after the Effective TimeThe Company shall mail, Acquiror or shall cause the Exchange Agent its designee to mail mail, to each Person that is a holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described entitled to receive the amounts set forth in Sections 2.1(b)‎Section 2.2(b): (i) a form letter of transmittal transmittal, in the form attached as Exhibit F hereto (the “Letter of Transmittal”), which shall specify that (A) the Stockholders’ Representative is designated to serve in the capacity set forth in ‎Section 10.16, and (B) delivery will be effected, and risk of loss and title to the certificates evidencing such shares of Company Stock (the “Certificates”) will pass, only upon proper delivery of the Certificates and the Letter of Transmittal to the Company, with copies delivered to the Stockholders’ Representative and Buyer, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe portion of the Closing Date Payment Amount to be paid to such holder of record of Company Stock by the Stockholders’ Representative in accordance with ‎Section 2.2(b). Upon surrender to the Exchange Agent Company of a CertificateCertificate for cancellation and a copy thereof being delivered to the Stockholders’ Representative and Buyer, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such letter of transmittal duly executed and any other documents as may be required documentspursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor the applicable amount to be paid in respect of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which each share of Company Stock formerly evidenced by such holder is entitled pursuant to Section 2.2(jCertificate in accordance with ‎Section 2.2(b), and such Certificate shall forthwith then be canceled. 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 Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 programcancelled. Until surrendered in accordance with the provisions of as contemplated by this Section 2.2‎Section 2.6, each Certificate shall be deemed at all times after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1amount of cash, without any interest thereonif any, to which the holder of such Certificate is entitled pursuant to this ‎Article II.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than five business days thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Certificate (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 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 the Surviving Corporation or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares without interest, for each share of Company Common Stock which are not registered formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. 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 the transfer records accordance with normal exchange practices. If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 programto be paid. Until so surrendered or transferred, as the case may be, in accordance with the provisions of this Section 2.210(b), each Certificate shall represent after the Effective Time for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without Merger Consideration. No interest will be paid or accrued on any interest thereonamount payable upon due surrender of the Certificates.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause instruct the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectivelywhich, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bthe "Certificates")): , (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, or an "agents message" in the case of a book entry transfer, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of (A) the number of shares of Company Common Stock formerly represented by such Certificate and (B) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and Consideration, less any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)required withholding taxes, and such the Certificate so surrendered shall forthwith be canceled. In No interest shall be paid or accrued on the event Merger Consideration payable upon the surrender of a surrender any Certificate. If any holder of a Certificate representing shares of Company Common Stock which are not registered 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 transfer records of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Surviving Corporation. If payment is to be issued 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 the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 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 applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Certificate (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 to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which Consideration, without interest, for each Share formerly represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 in accordance with the provisions of as contemplated by 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 consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but no later than the second business day thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, of Common Stock as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal (which shall be in such a customary form reasonably acceptable to the Company), and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for payment thereforof the applicable Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate or Book-Entry Shares, as applicable, for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly executed completed and any other required documentsvalidly executed, the holder of such Certificate or Book-Entry Shares, as applicable, shall be entitled to receive the applicable Merger Consideration, without interest, in exchange therefor the applicable amount for each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends Common Stock formerly represented by such Certificate or other distributions to which such holder is entitled pursuant to Section 2.2(j)Book-Entry Shares, as applicable, and such the Certificate or Book-Entry Shares, as applicable, so surrendered shall forthwith be canceledcancelled. In the event of a surrender of Until surrendered as contemplated by this Section 2.05(b), each Certificate or Book-Entry Shares, as applicable, (other than a Certificate or Book-Entry Shares, as applicable, representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 cancelled in accordance with Section 2.01(a)) shall be deemed at any time after the provisions of this Section 2.2, each Certificate shall Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1Merger Consideration, without any interest thereoninterest, 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. As soon as reasonably practicable after the Effective Time, Acquiror the Paying Agent shall cause the Exchange Agent to mail to each holder of record holderof a Certificate or Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificateor to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly executed executed, and any such other documents as may reasonably be required documentsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration cash into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number of shares of Acquiror Common Stock payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered registered, if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror Parent that such Taxes have tax has been paid or are is 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 in accordance with the provisions of as contemplated by 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 receive, upon surrender of such Certificate, the applicable consideration set forth in Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1, without 2.1(a). No interest shall be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Payment Agent shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectively, the "Certificates") that which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock represented Shares (excluding any shares described in Sections 2.1(bthe "Certificates")): , the following documents: (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 to the Payment Agent and shall be in such form and have such other provisions as Phoenix may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforwith respect thereto. Upon surrender of a Certificate for cancellation to the Exchange Payment Agent of a Certificate, together with such letter of transmittal transmittal, duly executed and any other required documentsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration payable with respect to the Shares represented by such Certificate pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)the provisions of this Article II, and such the Certificate so surrendered shall forthwith be canceledcancelled. 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 surrender transfer of a Certificate representing shares ownership of Company Common Stock Shares which are is not registered in the transfer records of the Company under the name Company, payment of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock applicable Merger Consideration may be issued made to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Person surrendering Payment Agent, accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay by evidence that any applicable stock transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes taxes have been paid or 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 programpaid. Until surrendered in accordance with the provisions of as contemplated by 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 upon such surrender the applicable consideration set forth in Merger Consideration with respect thereto as contemplated by this Section 2.1, without 2.2. No interest shall accrue or be paid to any interest thereonbeneficial 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 Promptly after the Effective Time, Acquiror Parent shall cause the Exchange Paying Agent to mail to each record holderperson who was, as of at the Effective Time, a holder of an outstanding certificate or record of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (i) 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 evidencing such Shares (each a "Certificate" and collectively, the "Certificates") that immediately prior shall pass, only upon proper delivery of the Certificates to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (iPaying Agent) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender to the Exchange Paying Agent of a CertificateCertificate for cancellation, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which for each Share formerly evidenced by such holder is entitled pursuant to Section 2.2(j)Certificate, and such Certificate shall forthwith then be canceled. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are Shares that is not registered in the transfer records of the Company under the name Company, payment of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if (x) the Certificate representing such Certificate Shares shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate payment shall have paid all transfer and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of such Certificate or shall establish established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes either have been paid or 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 in accordance with the provisions of as contemplated by this Section 2.23.02, each Certificate shall be deemed at all times after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1, without Merger Consideration to which the holder of such Certificate is entitled pursuant to this Article III. No interest shall be paid or will accrue on any interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article III.

Payment Procedures. (a) As soon as reasonably practicable after the Effective Time, Acquiror Buyer shall cause the exchange agent selected by Buyer (the "Exchange Agent Agent") to mail to each record holderthe former shareholders of Seller and former holders of Seller Rights appropriate transmittal materials (which shall specify that delivery shall be effected, as and risk of loss and title to the Effective Timecertificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of an outstanding such certificates or other instruments to the Exchange Agent). The certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Seller Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender to instruments representing Seller Rights so surrendered shall be duly endorsed as the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceledmay reasonably require. In the event of a surrender transfer of a Certificate representing ownership of shares of Company Seller Common Stock which are represented by certificates that is not registered in the transfer records of Seller, the Company under the name of the Person surrendering Merger Consideration payable for such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock as provided in Section 3.1 may be issued to a Person other than transferee if the Person in whose name the Certificate so surrendered is registered if (x) certificates representing such Certificate shall be properly endorsed or otherwise be in proper form for transfer shares are delivered to the Person surrendering Exchange Agent, accompanied by all documents required to evidence such Certificate transfer and requesting by evidence reasonably satisfactory to the Exchange Agent that such issuance, (y) such Person surrendering such Certificate transfer is proper and requesting such issuance shall pay that any applicable stock transfer or other Taxes required by reason of taxes have been paid. In the issuance of shares of Acquiror event any certificate representing Seller Common Stock to a Person other than the registered holder of such Certificate certificate or Seller Right shall establish to the satisfaction of Acquiror that such Taxes have been paid lost, stolen or are not applicabledestroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and (z) the posting by 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 person of a medallion guarantee program. Until surrendered bond in accordance such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the provisions of this Section 2.2Exchange Agent shall issue in exchange for such lost, each Certificate shall represent stolen or destroyed certificate the Merger Consideration as provided for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem

Payment Procedures. As soon as reasonably practicable after the ------------------ Effective Time, Acquiror Parent shall cause instruct the Exchange Paying Agent to mail to each holder of record holder, as (other than the Company or any subsidiary of the Effective TimeCompany or Parent, Purchaser or any other subsidiary of an outstanding Parent or the Shareholder) of a certificate or certificates (each a "Certificate" and collectivelywhich, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock Shares (excluding any shares described in Sections 2.1(bthe "Certificates")): , (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such the Certificate so surrendered shall forthwith be canceled. In Absolutely no interest shall be paid or accrued on the event of a Merger Consideration payable upon the surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued 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 the Certificate so surrendered is registered if (x) such Certificate shall be properly promptly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish have established to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 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 represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause instruct the Exchange Paying Agent to mail to each holder of record holder, as (other than the Company or TAGTCR) of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectivelywhich, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bthe "Certificates")): , (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of Merger Consideration pursuant to Section 2.1(a(x) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event number of a surrender of a Certificate representing shares of Company Common Stock which are not registered in represented by such Certificate and (y) the transfer records Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued 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 the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish established to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 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 represent for all purposes only the right to receive the applicable consideration set forth Merger Consideration. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent will pay in Section 2.1exchange for such lost, without stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement upon the delivery of a duly executed affidavit of that fact by the holder claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, reasonable indemnification against any interest thereonclaim that may be made against the Surviving Corporation with respect to such Certificate.

Payment Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time (but no later than two (2) Business Days after the Effective Time), Acquiror shall cause the Exchange Agent to will mail to each holder of record holder, as of the Effective Time, a certificate representing outstanding shares of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that Company Common Stock immediately prior to the Effective Time evidenced outstanding (a “Certificate”) and to each holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time (excluding any “Book-Entry Shares”), in each case, whose shares described in Sections 2.1(b)): were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii): (i1) a form letter of transmittal transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates or Book-Entry Shares held by such holder will pass, only upon delivery of such Certificates or Book-Entry Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (ii2) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Certificates for payment therefor. Merger Consideration with respect to such shares. (ii) Upon surrender to to, and acceptance in accordance with Section 2.02(b)(iii) by, the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and any other required documentsCertificate or Book-Entry Share, the holder of such Certificate shall thereof will be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In payable in respect of the event number of a surrender of a Certificate representing shares of Company Common Stock which are formerly represented by such Certificate 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 registered 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 transfer Effective Time, no further transfers may be made on the records of the Company under or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the name Company for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of the Person surrendering such Certificate, a certificate representing Merger Consideration payable in respect of the proper number of shares of Acquiror Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be issued to a Person other than the Person paid in whose name exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer to or (B) the Book-Entry Share is properly transferred; and (2) the Person surrendering such Certificate and requesting such issuance, payment shall (yA) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such the Certificate or shall Book-Entry Share or (B) establish to the satisfaction of Acquiror the Exchange Agent that such Taxes have Tax has been paid or are is not applicable, and payable. (zvi) such Person surrendering such Certificate shall, if required At any time after the Effective Time until surrendered as contemplated 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 in accordance with the provisions of this Section 2.22.02, each Certificate or Book-Entry Share shall be deemed to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.1, without any 2.01(a)(ii). No interest thereonwill 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 reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause the Exchange Payment Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectively, the "Certificates") that which immediately prior to the Effective Time evidenced represented outstanding shares of Company Common Stock and associated Company Rights (excluding any the "Certificates") whose shares described in Sections 2.1(b)): and associated Company Rights are converted pursuant to Section 3.01(c) into the right to receive the Merger Price (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 to the Payment Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePayment Agent, together with such letter of transmittal duly executed and any other required documentscompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the applicable amount Merger Price per share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to Company Common Stock represented thereby, which such holder is entitled has the right to receive pursuant to Section 2.2(j)the provisions of this Article III, and such the Certificate so surrendered shall forthwith be canceled. 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 surrender transfer of a Certificate representing shares ownership of Company Common Stock which are is not registered in the transfer records of the Company under Company, the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Merger Price may be issued to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Person surrendering Payment Agent accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay by evidence that any applicable stock transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes taxes have been paid or 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 programpaid. Until surrendered in accordance with the provisions of as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1, without any interest thereonMerger Price per share of Company Common Stock represented thereby as contemplated by this Article III.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than five business days thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Certificate (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 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 the Surviving Corporation or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares without interest, for each share of Company Common Stock which are not registered formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. 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 the transfer records accordance with normal exchange practices. If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 programto be paid. Until so surrendered or transferred, as the case may be, in accordance with the provisions of this Section 2.23.2, each Certificate shall represent after the Effective Time for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without Merger Consideration. No interest will be paid or accrued on any interest thereonamount payable upon due surrender of the Certificates.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause the Exchange Agent to mail to each record holder, as holder of a Certificate whose Shares were converted into the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, right to receive the "Certificates"Merger Consideration pursuant to Section 2.01(a) that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form 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 shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender to the Exchange Agent of a CertificateCertificate for cancellation, together with such letter of transmittal transmittal, duly executed and any completed in accordance with the instructions thereto, and such other documents as may be reasonably required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant has the right to Section 2.2(j), and receive in respect of the Shares formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock Shares which are is not registered in the transfer records of the Company under Company, the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Merger Consideration may be issued paid to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Person surrendering Exchange Agent, accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay by evidence that any applicable stock transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes taxes have been paid or 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 programpaid. Until surrendered in accordance with the provisions of as contemplated by this Section 2.22.02, each Certificate shall be deemed at all times after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1, Merger Consideration without any interest thereon.

Payment Procedures. As soon (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 Loans, other than Foreign Currency Bid-Option Loans, and of reimbursement obligations in respect of Letters of Credit shall be made in Dollars and in funds immediately available at the 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 reasonably practicable after ExhibitEI. Whenever any payment of principal of, or interest on, the Effective TimeLoans or of any fee shall be due on a day which is not a Business Day, Acquiror the date for payment thereof shall cause be extended to the Exchange 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 record holderExisting Bank's Existing Commitment. Payments of 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 Effective Timeoutstanding 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 an outstanding certificate or certificates (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 "Certificate" and collectivelyportion of such payment equal to the amount of interest then owing to such Bank on such Loans multiplied by a fraction, the "Certificates") 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 immediately prior comprise a Dollar Bid-Option Borrowing shall be promptly distributed by the Agent to the Effective Time evidenced outstanding shares of 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 Stock (excluding any shares described in Sections 2.1(b)): was MASCOTECH, INC. CREDIT AGREEMENT (i) a form letter if such payment is of transmittal principal, ratably in accordance with the aggregate principal amount of each such type of Loans on which payment is then due, and (ii) instructions for use in effecting the surrender if such payment is of the Certificates for payment therefor. Upon surrender to the Exchange Agent of a Certificateinterest, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. 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 Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 ratably in accordance with the provisions aggregate amount of this interest that is then due on each such type of Loans. After such apportionment, (i) 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 interest on, as the case may be, Syndicated Loans under Section 2.24.4(b), and (ii) the portion of the payment received and allocated to the Dollar Bid-Option Loans on which a payment is then due shall first 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, ratably in accordance with the aggregate principal amount of each Certificate such Dollar Bid-Option Borrowing, and (B) if such 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 represent for all purposes only distribute the right amount allocated to receive each Dollar Bid-Option Borrowing to the applicable consideration set forth 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 2.14.2(d) may be applied to any one or more Bid-Option Borrowings as the Company may select; provided that such payments shall be applied by the Agent, without in the case of Dollar Bid-Option Loans, or made directly by the Company, in the case of Foreign Currency Bid-Option Loans, to the Banks participating in any interest thereonsuch Bid-Option Borrowing ratably in accordance with their respective Dollar Bid-Option Percentages or Foreign Currency Bid-Option Percentages, as the case may be.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), Acquiror Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each record holderPerson who was, as of at the Effective Time, a holder of an outstanding certificate or certificates record of Company Common Stock (each a "Certificate" and collectively, other than the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described to be canceled in Sections 2.1(baccordance with Section 2.01(b)): ) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates 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 (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment thereforof the Merger Consideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancelation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with such letter’s instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent or Parent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends for each share of Company Common Stock formerly represented by such Certificate or other distributions to which such holder is entitled pursuant to Section 2.2(j)Book Entry Share, and such the Certificate or Book Entry Share so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate so surrendered or Book Entry Share is registered if registered, it shall be a condition of payment that (x) such the Certificate or Book Entry Share 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) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or Book Entry Share surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of 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 for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration as contemplated by this Article II.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Company shall cause instruct the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock (each a "Certificate" and collectively, the "Certificates") that immediately prior whose shares were converted into the right to receive the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bMerger Consideration pursuant to Section 2.1(a)): , (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 to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificateAgent, together with such letter of transmittal transmittal, duly executed executed, and any such other documents as reasonably may be required documentsby the Exchange Agent, and acceptance thereof by the Exchange Agent, each holder of such a Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to specified in Section 2.1(a) and Section 2.1(d) and hereof, without interest thereon, less any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)required withholding taxes, and such the Certificate so surrendered shall forthwith be canceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered 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 the Company under the name RCPI or its transfer agent of Certificates, and if Certificates are presented to RCPI for transfer, they shall be canceled against payment of the Person surrendering such Certificate, a certificate representing the proper number Merger Consideration as herein provided. If any payment of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such payment that the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed endorsed, with the signature guaranteed, or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such the Certificate surrendered, or shall establish to the satisfaction of Acquiror the Surviving Company that such Taxes have tax has been paid or are is 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 in accordance with the provisions of as contemplated by 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 upon such surrender the applicable consideration set forth in Section 2.1Merger Consideration, without any interest thereon, less any required withholding taxes.

Payment Procedures. (a) As soon as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Acquiror Parent shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectively, the "Certificates") that which immediately prior to the Effective Time evidenced represented outstanding shares of Company Common Stock (excluding any collectively, the “Certificates”), and to each holder of record of uncertificated shares described in Sections 2.1(b)of Company Common Stock outstanding immediately prior to the Effective Time that are represented by book-entry (the “Book-Entry Shares”): (i) a form letter of transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates (or, in the case of Book Entry Shares, in adherence with the applicable procedures set forth in the letter of transmittal) to the Paying Agent, and which letter of transmittal shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree before the Effective Time; and (ii) instructions for use in effecting the surrender of such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for such holder’s applicable portion of the Certificates for payment thereforCash Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof), or in the case of Book-Entry Shares, in adherence with the applicable procedures set forth in the letter of transmittal, to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly executed and any completed in accordance with the instructions to the letter of transmittal, and such other documents as may be reasonably required documentsby the Paying Agent or pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the applicable amount portion of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)the Cash Consideration, and such Certificate the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. 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 Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereoncancelled.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror Parent shall cause the Exchange Paying Agent to mail to each holder of record holder, (as of the Effective Time, ) of an outstanding a certificate or certificates (each a "Certificate" and collectivelythe “Certificates”), the "Certificates") that which immediately prior to the Effective Time evidenced represented the outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Stock, (i) a form 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 to the Paying Agent and shall contain such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe portion of the Merger Consideration payable upon surrender of said Certificates. Upon surrender of Certificates for cancellation to the Exchange Paying Agent of a Certificateor to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may be required documentspursuant to those instructions, the holder holders of such Certificate Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the applicable amount portion of the Merger Consideration pursuant payable for such shares of Company Common Stock, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to Section 2.1(a) evidence only the ownership of the respective portion of the Merger Consideration to which the record holder of such Certificate is entitled by virtue thereof. Promptly following surrender of any such Certificates and Section 2.1(d) and any dividends or other distributions the duly executed letters of transmittal, the Paying Agent shall deliver to the record holders thereof, without interest, the portion of the Merger Consideration to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event of a upon surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificatesaid Certificates, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer subject to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration restrictions set forth in Section 2.1, without any interest thereonherein.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holderof Company Common Stock (i) a letter of transmittal (which, as in the case of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described 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 to the Paying Agent, and shall be in Sections 2.1(b)): (isuch form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment thereforof the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Paying Agent or, in the case of a CertificateBook-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 transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding taxes, the applicable amount Merger Consideration, without interest, for each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) Company Common Stock surrendered, and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate Certificates surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate so surrendered or Book-Entry Share in exchange therefor is registered if (x) such Certificate registered, it shall be properly endorsed a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer to and (B) the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 in accordance with the provisions of 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 for all purposes only the right to receive the applicable consideration set forth in Section 2.1Merger Consideration as contemplated by this Article III, without any interest thereoninterest.

Payment Procedures. As soon as reasonably 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, Acquiror shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): entitled to receive Merger Consideration pursuant to Section 2.1(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 of such Certificates) 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)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares without interest, for each share of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering formerly represented by such Certificate, a certificate representing and the proper number Certificate so surrendered shall immediately be canceled. If payment of shares of Acquiror Common Stock may the Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed (or accompanied by separate stock powers) and shall otherwise be in proper form for transfer to (and the Person surrendering signature on the endorsement or stock power, as the case may be, shall be guaranteed by an “eligible guarantor institution,” as such Certificate term is defined in Rule 17Ad-15 under the Exchange Act) and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes similar taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 in accordance with the provisions of as contemplated by 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 consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Surviving Corporation will instruct the Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate a Certificate or certificates (each a "Certificate" and collectively, the "Certificates") Certificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Class A Stock (excluding any shares described in Sections 2.1(bother than Excluded Shares and Restricted Shares)): , (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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the Certificates for payment thereforMerger Consideration pursuant to Section 1.07. Upon surrender of such a Certificate for cancellation to the Exchange Paying Agent of a Certificateor to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal transmittal, duly executed executed, and any such other customary documents as may be required documentspursuant to such instructions (collectively, the “Transmittal Documents”), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and for each share of Class A Stock formerly represented by such Certificate, without any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)interest thereon, less any required withholding of taxes, and such the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Class A Stock which are that is not registered in the transfer records of the Company under Company, the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Merger Consideration may be issued and paid in accordance with this Article II to a Person other than the Person in whose name transferee of such shares if the Certificate so surrendered evidencing such shares is registered if (x) such Certificate shall be presented to the Paying Agent and is properly endorsed or otherwise be in proper form for transfer to transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall payment of the Merger Consideration must either pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such the Certificate so surrendered or shall establish to the satisfaction of Acquiror Surviving Corporation that such Taxes have tax has been paid or are is not applicable, . The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and (z) such Person surrendering such Certificate shall, if the related Transmittal Documents. Cash payments may be made by check unless otherwise required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member depositary institution in connection with the book-entry delivery of a medallion guarantee programsecurities. No interest will be payable on any Merger Consideration. Until surrendered in accordance with the provisions of this Section 2.22.02, each Certificate shall represent for all purposes be deemed at any time after the Effective Time to evidence only the right to receive receive, upon such surrender, the applicable consideration 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 set forth in Section 2.1this Article II. Any interest, without any interest thereondividends 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. (i) As soon as reasonably practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Acquiror Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate a Certificate or certificates (each a "Certificate" and collectively, the "Certificates") Certificates that immediately prior to the Effective Time evidenced represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (excluding any shares described in Sections 2.1(b)): (iA) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder of record shall pass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent), and which letter shall be in a customary form and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment thereforthe Per Share Merger Consideration to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavit of loss in lieu thereof) to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly executed and any completed in accordance with the instructions thereto, and such other documents as may be reasonably required documentsby the Paying Agent, the holder of such Certificate (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor the applicable an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration pursuant to (less any required Tax withholdings as provided in Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j2.09(g)), and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing ownership of shares of Company Common Stock which are that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number of shares of Acquiror Common Stock payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered registered, if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror Parent that such Taxes have Tax has been paid or are is 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 . No interest shall be paid or other financial intermediary that is a member of a medallion guarantee program. Until surrendered in accordance with the provisions of accrue on any cash payable pursuant to this Section 2.22.09. (ii) As soon as possible after the Effective Time (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Certificate shall represent for all purposes only holder of record of Book-Entry Shares (other than holders of Excluded Shares) not held through The Depository Trust Company that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the applicable consideration set forth Per Share Merger Consideration (A) a form of letter of transmittal which letter shall be in a customary form and (B) instructions for use in exchange for the Per Share Merger Consideration to which the holder thereof is entitled. Upon delivery of the Book-Entry Shares (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), the holder of such Book-Entry Shares (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by such Book-Entry Shares multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.12.09(g)), without and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrue on any interest thereoncash payable pursuant to this Section 2.09. (iii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or, in the case of Book-Entry Shares held through The Depository Trust Company, 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 holder of record of one (1) or more Book-Entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the Per Share Merger Consideration shall, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any event within five (5) Business Days 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 2.09(g)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), Acquiror Parent shall cause the Exchange Paying Agent to mail to each record holderPerson that was, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares Time, a holder of record of Company Common Stock Shares represented by certificates (excluding any shares described in Sections 2.1(bthe “Certificates”)): , which Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (iA) a form letter of transmittal transmittal, which shall be in a form mutually agreed to by the Company and Parent prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall otherwise be in such form as Parent, the Company and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) to the Exchange Paying Agent or to such other agent or agents as may be appointed in writing by Parent, and upon delivery of a CertificateLetter of Transmittal, together with such letter of transmittal duly executed and any other required documentsin proper form, with respect to such Certificates, the holder of record of such Certificate Certificates shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant for each such Company Share formerly represented by such Certificates (subject to any required Tax withholdings as provided in Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j2.9(e)), and such any Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent to such payment that the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer to transfer, and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such in whose name the Certificate so surrendered is registered, or shall establish established to the reasonable satisfaction of Acquiror Parent (or any agent designated by Parent) that such transfer Taxes either have been paid or 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 to be paid. No interest will be paid or other financial intermediary that is a member accrued on any amount payable upon due surrender of a medallion guarantee programthe Certificates. Until surrendered in accordance with the provisions of this Section 2.2as contemplated hereby, 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 Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL, or any Canceled Company Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, no holder of non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) shall be required to deliver a Certificate or, in the case of holders of Book-Entry Shares held through The Depository Trust Company immediately prior to the Effective Time, an executed Letter of Transmittal to the Paying Agent, to receive the Merger Consideration that such holder is entitled to receive pursuant to the terms hereof; provided, that such holders shall be required to submit to the Paying Agent any forms or other documentation (including any IRS Form W-8 or W-9, as applicable, provided, however, that any failure to provide an IRS Form W-8 or W-9 shall only permit the Paying Agent to withhold the Merger Consideration pursuant to applicable consideration set forth Law) as the Paying Agent may reasonably request. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 2.12.9(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), without the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with the terms of such Letter of Transmittal, duly executed and in proper form, the holder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 2.9(e)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered immediately prior to the Effective Time. No interest thereonwill be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each 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 Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Canceled Company Shares.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender to the Exchange Paying Agent of a Certificate, together with such letter of transmittal duly executed and any other required documentscompleted, the Paying Agent shall pay to the holder of such Certificate shall be entitled the aggregate Price Per Share attributable to receive in exchange therefor the applicable amount number of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which shares of the Company Common Stock represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 1.11, each Certificate (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 canceled. In paid in respect of cash payable upon the event of a surrender of a Certificate representing 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 Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may is to be issued paid to a Person other than the Person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay Paying Agent any transfer or other Taxes required by reason as a result of the issuance of shares of Acquiror Common Stock such payment to a Person other than the registered holder of such Certificate shares or shall establish to the satisfaction of Acquiror the Paying Agent that such Taxes have Tax has been paid or are is not applicablepayable. Any consideration otherwise payable pursuant to this Agreement shall be subject to all applicable federal, state 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 programlocal Tax withholding requirements. Until surrendered in accordance with the provisions For purposes of this Section 2.2Agreement, each Certificate shall represent for "Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") means all purposes only the right 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 nature whatsoever, together with all interest, penalties, fines and additions to receive the applicable consideration set forth in Section 2.1, without tax imposed with respect to such amounts and any interest thereonin 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 Securities and Exchange Act of 1934, as amended (the "Exchange Act")).

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror Parent shall cause instruct the Exchange Paying Agent to mail to each holder of record holder, as (other than the Company or any Subsidiary of the Effective TimeCompany or Parent, Sub or any other Subsidiary of an outstanding certificate Parent) of a Certificate or certificates (each a "Certificate" and collectivelyCertificates which, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bthe "Certificates")): , (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of (x) the number of shares of Company Common Stock represented by such Certificate and (y) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such the Certificate so surrendered shall forthwith be canceled. In Absolutely no interest shall be paid or accrued on the event of a Merger Consideration payable upon the surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued 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 the Certificate so surrendered is registered if (x) such Certificate shall be properly promptly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish established to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 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 represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective TimeClosing Date, Acquiror Parent shall cause mail a letter of transmittal in the Exchange Agent to mail form set forth in Exhibit D (a “Letter of Transmittal”), an Indemnity Joinder Agreement and a Financing Joinder Agreement, as applicable, to each record holder, as Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately such documents have previously been received by Parent prior to the Effective Time evidenced outstanding Closing from such Stockholder). After delivery to Parent of a Letter of Transmittal, the Joinder Agreements and any other documents (including applicable tax forms) that Parent or the Escrow Agent may reasonably require in connection therewith (except to the extent any of such documents 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 Common Capital Stock (excluding any shares described in Sections 2.1(bthe “Company Stock Certificates”)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender , Parent shall issue to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and any other required documents, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the applicable amount stock portion of the Merger Consideration issuable in respect thereto pursuant to Section 2.1(a1.6(b)(i) and Section 2.1(d1.6(b)(v) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered as set forth in the transfer records of Payment Spreadsheet (less the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Parent Common Stock may be issued 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 Company Stock Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 programcancelled. Until surrendered in accordance with the provisions of this Section 2.2so surrendered, each Company Stock Certificate shall represent outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the applicable consideration set forth stock payable, if any, in Section 2.1, 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 will be paid to the holder of any interest thereonunsurrendered 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. (i) As soon as reasonably practicable after the Effective Time, Acquiror Parent shall cause the Exchange Paying Agent to mail deliver to each record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding represented shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (ithe “Certificates”) a form letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and (iirisk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates for payment therefor. of the Merger Consideration set forth in Section 2.1(b)(i). (ii) Upon surrender to the Exchange Paying Agent of a Certificate, together with the Letter of Transmittal, completed and validly executed in accordance with the instructions thereto, and such letter of transmittal duly executed and any other documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive (and Parent shall cause the Paying Agent to promptly deliver to such holder) in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which for each share formerly represented by such holder is entitled pursuant to Section 2.2(j), Certificate and such Certificate shall forthwith then be canceled. In No interest shall be paid or accrued for the event benefit of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records holders of the Company under Certificates on the name Merger Consideration payable in respect of the Person surrendering such CertificateCertificates. 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 certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person Governmental Entity, “Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer to and that the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such the Certificate surrendered or shall establish have established to the satisfaction of Acquiror the Surviving Corporation that such Taxes either have been paid or 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 in accordance with the provisions of as contemplated by this Section 2.22.5(b)(ii), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth Merger Consideration as contemplated by this Article II. (iii) Notwithstanding anything to the contrary contained in Section 2.1, without this Agreement (A) any interest thereonholder 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. (i) As soon as reasonably practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Acquiror Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate a Certificate or certificates (each a "Certificate" and collectively, the "Certificates") Certificates that immediately prior to the Effective Time evidenced represented outstanding shares of Company Common Stock Shares (excluding any shares described in Sections 2.1(b)): other than Excluded Shares and Dissenting Shares) (iA) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass 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 have such other provisions as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment thereforthe Per Share Merger Consideration to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavit of loss in lieu thereof) to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly executed and any completed in accordance with the instructions thereto, and such other documents as may be reasonably required documentsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable an amount of cash in immediately available funds equal to (x) the number of Shares represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration pursuant to (less any required Tax withholdings as provided in Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j2.2(h)), and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are Shares that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number of shares of Acquiror Common Stock payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered registered, if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror Parent that such Taxes have Tax has been paid or are is 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 . No interest shall be paid or other financial intermediary that is a member of a medallion guarantee program. Until surrendered in accordance with the provisions of 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 represent for all purposes only holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the applicable consideration set forth Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such Share (less any required Tax withholdings as provided in Section 2.12.2(h)), without any interest thereonand the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror the Paying Agent shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Certificate (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 to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j2.1(c), and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing ownership of shares of Company Common Stock which are that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number amount of shares of Acquiror Common Stock cash may be issued paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or and other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1, without Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any interest thereonCertificate.

Payment Procedures. As soon as reasonably practicable after the Effective ------------------ Time, Acquiror the Paying Agent shall cause the Exchange Agent to mail to each holder of record holderof a Certificate, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectivelyother than Parent, the "Certificates") that immediately prior to Company and any wholly owned subsidiary of Parent or the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Company, (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 actual delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificateor to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal transmittal, duly executed and any completed in accordance with the instructions thereto, and such other documents as may reasonably be required documentsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration cash into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)2.5, and such Certificate the Certificates so surrendered shall forthwith be canceled. In No interest will be paid or will accrue on the event of a cash payable upon the surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if (x) registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder transfer of such Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 in accordance with the provisions of 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 for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1amount 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 thereondelivered 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 it may reasonably direct as indemnity against any claim that may be made against Parent or the Paying Agent.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Acquiror Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each record holderPerson who was, as of at the Effective Time, a holder of an outstanding certificate or certificates record of Certificates (each a "Certificate" other than (A) the Certificates representing Appraisal Shares to be treated in accordance with Section 2.07 and collectively, (B) the "Certificates") that immediately prior to the Effective Time evidenced outstanding Certificates representing shares of Company Common Stock (excluding any shares described to be canceled or converted in Sections 2.1(baccordance with Section 2.01(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 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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration as provided in Section 2.01(c). Upon surrender of a Certificate for cancelation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with such letter’s instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which for each share of Company Common Stock formerly represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (1) the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to and (2) the Person surrendering such Certificate and requesting such issuance, payment shall have paid (yor caused to be paid) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or and other Taxes required to be paid by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes either have been paid or 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 in accordance with the provisions of as contemplated by 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 applicable consideration set forth in Merger Consideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.1, without any interest thereon2.02.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror Parent shall cause the Exchange Paying Agent to mail to each record holderperson who was, as of at the Effective Time, a holder of an outstanding certificate or record of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (i) 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 evidencing such Shares (each a "Certificate" and collectively, the "Certificates") that immediately prior shall pass, only upon proper delivery of the Certificates to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (iPaying Agent) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender to the Exchange Paying Agent of a CertificateCertificate for cancellation, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which for each Share formerly evidenced by such holder is entitled pursuant to Section 2.2(j)Certificate, and such Certificate shall forthwith then be canceled. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are Shares that is not registered in the transfer records of the Company under the name Company, payment of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if (x) the Certificate representing such Certificate Shares shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate payment shall have paid all transfer and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of such Certificate or shall establish established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes either have been paid or 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 in accordance with the provisions of as contemplated by this Section 2.23.02, each Certificate shall be deemed at all times after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1, without Merger Consideration to which the holder of such Certificate is entitled pursuant to this Article 3 No interest shall be paid or will accrue on any interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article 3.

Payment Procedures. As soon as reasonably practicable after (a) No later than forty-five (45) days following the Effective Timeend of each Calendar Quarter during the CVR Term beginning with the Calendar Quarter ending on [•], Acquiror commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds, the Company shall cause deliver to the Exchange 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 mail to each record holder, as eighty percent (80%) of the Effective Time, 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 outstanding certificate or certificates account designated in writing by the Rights Agent not less than twenty (each a "Certificate" and collectively, the "Certificates"20) that immediately Business Days prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender date of the Certificates for payment thereforapplicable payment. Upon surrender 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 Exchange 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 CertificateCVR Payment Statement under this Section 2.4(b), together send each Holder at its registered address a copy of such statement. For the avoidance 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 letter of transmittal duly executed and time or times as is necessary to permit any other required documentspayment under this Agreement to be made without U.S. federal backup withholding. That notwithstanding, the holder of such Certificate Company shall be entitled to receive in exchange therefor deduct and withhold and hereby authorizes the Rights Agent to deduct and withhold, any tax or similar governmental charge or levy, that is required to be deducted or withheld under applicable amount of Merger Consideration law from any amounts payable pursuant to Section 2.1(a) and Section 2.1(d) and any dividends this Agreement (“Withholding Taxes”). To the extent the amounts are so withheld by the Company or other distributions to which such holder is entitled pursuant to Section 2.2(j)the Rights Agent, as the case may be, and paid over to the appropriate Governmental Authority, such Certificate withheld amounts shall forthwith be canceledtreated 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 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 a surrender CVR Payment that remains undistributed to the 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 or a Certificate representing shares person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), and any Holder will thereafter look only to the Company for payment of Company Common Stock such CVR Payment (which are not registered in shall be without interest). (d) If any CVR Payment (or portion thereof) remains unclaimed by a Holder two (2) years after the transfer records 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), such CVR Payment (or portion thereof) will, to the extent permitted by applicable Law, become the property of the Company and will be transferred to the Company or a person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor. Neither the Company nor the Rights Agent will be liable to any Person in respect of a 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 name of Company agrees to indemnify and hold harmless the Person surrendering Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such Certificateproperty to the Company, a certificate representing public office or a person nominated in writing by the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereonCompany.

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 reasonably practicable after the Effective TimeBoard requires, Acquiror 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 cause issue General Contractor a certificate for the Exchange Agent amount which Architect determines to mail 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 retainage will be reduced to five percent (5%) of the Contract Amount as set forth above, and the 5% shall be released to General Contractor. Upon Final Acceptance of the Work, the remaining 5% retainage shall be released to General Contractor. General Contractor must pay all retainage owed to each record holder, as Subcontractor for satisfactory completion of such Subcontractor’s accepted work within ten (10) days after any portion of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, retainage is released by the "Certificates") that immediately prior Board to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for General Contractor. D. No certificate issued nor payment to General Contractor, nor partial or entire use in effecting the surrender of the Certificates for payment therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends Work or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records occupancy of the Company under Site by the name Board or the User is an acceptance of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed any Work or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or are materials 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 in accordance with the provisions Contract Documents. E. Architect's certificates for payment are for the benefit of this Section 2.2the 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, each Certificate shall represent Architect or anyone acting on behalf of either of them. F. Architect, Program Manager and Construction Manager may recommend that the Board withhold or nullify the whole or a part of any application for all purposes only payment or any certificate for payment to the right extent as may be necessary to receive protect the applicable consideration set forth in Section 2.1Board 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, without any interest thereon.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 User or another contractor; (vi) erroneous estimates by General Contractor of the value of the 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 Contract Documents; and

Payment Procedures. As soon as reasonably practicable after the Effective Time, but in no event later than four (4) business days after the 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 Exchange Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b2.01(c)): (i) a form letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. The Exchange Agent shall provide to the Company (for delivery to the Company Stockholders) all such documentation in advance of the Effective 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, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to consideration set forth in Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)2.01, and such Certificate shall forthwith be canceled. 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 Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or are not applicable, and (z) such Person surrendering such Certificate 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 in accordance with the provisions of this Section 2.22.02, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.12.01, without any interest thereon.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror Parent shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Merger Share (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the 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 transfer of the Uncertificated Shares to the Paying Agent, and which shall be in such form and shall have such other provisions as is customary) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment thereforof the Merger Consideration. Upon (i) surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby 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 or Uncertificated Shares shall be entitled to receive promptly in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends Consideration, without interest, for each Merger Share formerly represented by such Certificate or other distributions to which such holder is entitled pursuant to Section 2.2(j)Uncertificated Share, and such the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the 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 is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering or such Certificate Uncertificated Shares shall be properly transferred and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate Merger Consideration in respect thereof or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of as contemplated by this Section 2.2, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five business days thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding 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 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 may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount Merger Consideration, without interest, for each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which Company Common Stock formerly represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a No interest will be paid or accrued on any amount payable upon due surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records Certificates. If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and be accompanied by all documents required to the Person surrendering evidence such Certificate transfer and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes either have been paid or 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 in accordance with the provisions of as contemplated by 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 consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable after Promptly following the Effective Time, Acquiror Parent and Merger Sub shall cause the Exchange Payment Agent to mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of an outstanding a certificate or certificates (the “Certificates”) and each a "Certificate" and collectivelyholder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock held in book-entry form, the "Certificates") that in each case which immediately prior to the Effective Time evidenced represented outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): other than Dissenting Company Shares) (i) a form 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 to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Exchange Payment Agent or to such other agent or agents as may be appointed by Parent or delivery of a Certificatean agents’ message in respect of shares held in book-entry form, together with such letter of transmittal transmittal, duly completed and validly executed and any other required documentsin accordance with the instructions thereto, the holder holders of such Certificate Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration payable in respect thereof pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)the provisions of this Article II, and such Certificate the Certificates so surrendered shall forthwith be canceled. In The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Payment Agent may be issued impose to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or 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 effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the provisions benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 2.22.8. Until so surrendered, each Certificate outstanding Certificates shall represent for all purposes be deemed from and after the Effective Time, to evidence only the right to receive the applicable consideration set forth Merger Consideration payable in Section 2.1, without any interest thereonrespect thereof pursuant to the provisions of this Article II.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Acquiror Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each record holderPerson who was, as of at the Effective Time, a holder of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares record of Company Common Stock (excluding any shares described other than the Company Common Stock to be canceled in Sections 2.1(baccordance with Section 2.01(b)): ) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates 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 (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment thereforof the Merger Consideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancelation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with such letter’s instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends for each share of Company Common Stock formerly represented by such Certificate or other distributions to which such holder is entitled pursuant to Section 2.2(j)Book Entry Share, and such the Certificate or Book Entry Share so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate so surrendered or Book Entry Share is registered if registered, it shall be a condition of payment that (x) such the Certificate or Book Entry Share 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) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or Book Entry Share surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of 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 for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration as contemplated by this Article II.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than two business days thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding 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 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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount Merger Consideration, without interest, for each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which Company Common Stock formerly represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 in accordance with the provisions of as contemplated by 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 consideration set forth in Section 2.1Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, Acquiror the Paying Agent shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): : (i) a form 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 to the Paying Agent); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount Per Share Amount with respect to each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which Company Common Stock evidenced by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing ownership of shares of Company Common Stock which are that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number amount of shares of Acquiror Common Stock cash may be issued paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or and other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate or shall establish to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of as contemplated by this Section 2.22.3(b), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth in Section 2.1, without 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 Per Share Amount payable upon surrender of any interest thereonCertificate.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror Parent and the Surviving Corporation shall cause the Exchange Payment Agent to mail to each record holder, as holder of the Effective Time, of an outstanding a certificate or certificates (each a "Certificate" and collectively, the "Certificates") that which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock Shares (excluding any shares described in Sections 2.1(bthe "Certificates")): , (i) a form letter Letter of transmittal 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 thereof in accordance with Section 2.8(e)) to the Payment Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the applicable Merger Consideration. Upon surrender of a Certificate for cancellation or submission of an affidavit of loss in lieu thereof in accordance with Section 2.8(e) herein to the Exchange Payment Agent of a Certificate, together with such letter Letter of transmittal Transmittal, duly executed and any other required documentsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor and the applicable Payment Agent shall send to the holder of such Certificate a check in the amount of (after giving effect to any required tax withholdings) equal to the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which multiplied by the number of Shares theretofore represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event 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 a the Certificates. Until so surrendered, each such Certificate representing shares of Company Common Stock which are not registered in shall represent after the transfer records Effective Time for all purposes only the right to receive such Merger Consideration, without interest thereon. If any portion of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay Payment Agent any transfer or other Taxes taxes required by reason as a result of the issuance of shares of Acquiror Common Stock such payment to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror the Payment Agent that such Taxes have tax has been paid or are is 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereonpayable.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror Parent shall cause instruct the Exchange Paying Agent to mail to each holder of record holder, as (other than the Company or any wholly-owned Subsidiary of the Effective TimeCompany or Parent, Sub or any other wholly-owned Subsidiary of an outstanding certificate Parent) of a Certificate or certificates (each a "Certificate" and collectivelyCertificates which, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bthe "Certificates")): , (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other customary provisions as Parent reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of (x) the number of shares of Company Common Stock represented by such Certificate and (y) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such the Certificate so surrendered shall forthwith be canceled. In Absolutely no interest shall be paid or accrued on the event of a Merger Consideration payable upon the surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued 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 the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 in accordance with the provisions of this Section 2.23.3(b), each Certificate (other than Certificates representing Shares owned by the Company or any wholly-owned Subsidiary of the Company or Parent, Sub or any other wholly-owned Subsidiary of Parent) shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration with respect to the shares of Company Common Stock formerly evidenced by such Certificate.

Payment Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than five business days thereafter), Acquiror Parent and the Surviving Entity shall cause the Exchange Paying Agent to mail to each record holderPerson who was, as of at the Effective Time, a holder of an outstanding certificate record of Certificates (other than Certificates representing (x) Partnership Units to be canceled in accordance with Section 2.01(b) or certificates (each a "Certificate" and collectivelyy) upon the ServiceCo Election, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bServiceCo Units)): (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 to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Partnership may reasonably agree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration as provided in Section 2.01(c). Upon surrender of a Certificate for cancelation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with such letter’s instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which for each Partnership Unit formerly represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or surrendered and shall establish have established to the reasonable satisfaction of Acquiror the Surviving Entity or the Paying Agent that such Taxes have Tax either has been paid or are is 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 in accordance with the provisions of as contemplated by 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 applicable consideration set forth in Section 2.1, without any interest thereonMerger Consideration as contemplated by this Article II.

Payment Procedures. As (a) Customary transmittal materials (“Letter of Transmittal”) in a form satisfactory to Parent and the Company shall be mailed as soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Agent to mail but in no event later than five (5) Business Days thereafter, to each holder of record holder, of Company Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if, in the case of an outstanding certificate or certificates (each a "Certificate" and collectivelyholders of certificated shares of Company Common Stock, the "completed Letter of Transmittal is accompanied by one or more Certificates (or customary affidavits and, if required pursuant to Section 2.6(h), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates") representing all shares of Company Common Stock to be converted thereby. (b) At and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration (it being understood that immediately any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) and any dividends or distributions with respect thereto or any dividends or distributions with a record date prior to the Effective Time evidenced outstanding that were declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement on or prior to the Effective Time and that remain unpaid at the Effective Time. (excluding any c) Prior to the Closing, Parent shall deposit, or cause to be deposited, with a bank, trust company, transfer agent and registrar or other similar entity selected by Parent and consented to by the Company, whose consent shall not unreasonably be withheld, which shall act as paying agent (the “Paying Agent”) for the benefit of the holders of shares described of Company Common Stock, for exchange in Sections 2.1(b)): accordance with this Section 2.6, an amount of cash sufficient to pay the aggregate Merger Consideration. (d) The Letter of Transmittal shall (i) a form letter specify that delivery shall be effected, and risk of transmittal loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, (ii) be in a form and contain any other provisions as Parent may reasonably determine and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration. Upon the proper surrender of the Certificates to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal a properly completed and duly executed and any other required documentsLetter of Transmittal, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor therefore a check in the applicable amount of Merger Consideration equal to the cash that such holder has the right to receive pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate 2.5. Certificates so surrendered shall forthwith be canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Paying Agent shall distribute the Merger Consideration as provided herein. If there is a surrender transfer of a Certificate representing ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company under Company, the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration shall be issued to a Person other than the Person transferee thereof if the Certificates representing such Company Common Stock are presented to the Paying Agent, accompanied by all documents required, in whose name the Certificate so surrendered is registered if reasonable judgment of Parent and the Paying Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (xe) such Certificate The stock transfer books of the Company shall be properly endorsed or otherwise closed immediately upon the Effective Time and from and after the Effective Time there shall be in proper form for no transfers on the stock transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason records of the issuance Company of any shares of Acquiror Company Common Stock Stock. If, after the Effective Time, Certificates are presented to a Person other than Parent, they shall be canceled and exchanged for the registered holder of such Certificate or shall establish Merger Consideration deliverable in respect thereof pursuant to the satisfaction of Acquiror that such Taxes have been paid or 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 this Agreement in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration procedures set forth in this Section 2.12.6. (f) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.5 or any proceeds from any investments thereof that remains unclaimed by the shareholders of the Company for six (6) months after the Effective Time shall be repaid by the Paying Agent to Parent upon the written request of Parent. After such request is made, any shareholders of the Company who have not theretofore complied with this Section 2.6 shall look only to Parent for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of Parent (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Paying Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Parent and the Paying Agent shall be entitled to rely upon the Company’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Parent and the Paying Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent or Parent, the posting by such person of a bond in such amount as the Paying Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.5. (i) The Paying Agent or Parent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of Company Common Stock such amounts as the Paying Agent is required to deduct and withhold with respect to the making of such payment under the IRC, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by the Paying Agent or Parent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of whom such deduction and withholding were made by the Paying Agent or Parent.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror but in no event later than five (5) Business Days (as defined below) after the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of a Certificate or Certificates whose shares were converted into the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectivelyright to receive the Merger Consideration pursuant to Section 2.1(a), the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): following: (i) a form notice advising such holders of the effectiveness of the Merger, (ii) a letter of transmittal and (iiiii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforthe Merger Consideration, such materials to be in a form substantially similar to that previously reviewed and found reasonably acceptable to the Parent and the Company. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, and any such other documents as may reasonably be required documentsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration cash into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are that is not registered in the transfer records of the Company under the name of the Person surrendering such CertificateCompany, a certificate representing the proper number of shares of Acquiror Common Stock payment may be issued made to a Person (as defined below) other than the Person in whose name the Certificate so surrendered is registered registered, if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have Tax has been paid or are is 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 in accordance with the provisions of as contemplated by 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 receive, upon surrender of such Certificate, the applicable consideration set forth in Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1, without 2.1(a). No interest will be paid or accrue on the Merger Consideration payable upon surrender of any interest thereonCertificate.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause instruct the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate a Certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Certificates (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify and as shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, or an "agents message" in the case of a book entry transfer, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of (a) the number of shares of Company Common Stock formerly represented by such Certificate, multiplied by (b) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and Consideration, less any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)required withholding taxes, and such the Certificate so surrendered shall forthwith be canceled. In No interest shall be paid or accrued on the event Merger Consideration payable upon the surrender of a surrender any Certificate. If any holder of a Certificate representing shares of Company Common Stock which are not registered 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 transfer records of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Surviving Corporation. If payment is to be issued made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such the surrendered Certificate or shall establish to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Company shall cause instruct the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock (each a "Certificate" and collectively, the "Certificates") that immediately prior whose shares were converted into the right to receive the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bMerger Consideration pursuant to Section 2.1(a)): , (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 to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Merger Consideration. Upon surrender of a Certificate for cancella- tion to the Exchange Agent of a CertificateAgent, together with such letter of transmittal transmittal, duly executed executed, and any such other documents as reasonably may be required documentsby the Exchange Agent, and acceptance thereof by the Exchange Agent, each holder of such a Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to specified in Section 2.1(a) and Section 2.1(d) and hereof, without interest thereon, less any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)required withholding taxes, and such the Certificate so surrendered shall forthwith be canceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered 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 the Company under the name RCPI or its transfer agent of Certificates, and if Certificates are presented to RCPI for transfer, they shall be canceled against payment of the Person surrendering such Certificate, a certificate representing the proper number Merger Consideration as herein provided. If any payment of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such payment that the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed endorsed, with the signature guaranteed, or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person other than the registered holder of such Certificate the Certif- icate surrendered, or shall establish to the satisfaction of Acquiror the Surviving Company that such Taxes have tax has been paid or are is 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 in accordance with the provisions of as contemplated by 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 upon such surrender the applicable consideration set forth in Section 2.1Merger Consideration, without any interest thereon, less any required withholding taxes.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror the Surviving Corporation shall cause instruct the Exchange Paying Agent to mail to each holder of record holder(other than the Company or Parent, as Sub or any other Subsidiary of the Effective TimeParent) of a Certificate or Certificates which, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time Time, evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(bthe "Certificates")): , (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly executed executed, and any such other customary documents as may be required documentspursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the applicable amount product of (x) the number of shares of Company Common Stock represented by such Certificate and (y) the Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)Consideration, and such the Certificate so surrendered shall forthwith be canceled. In Absolutely no interest shall be paid or accrued on the event of a Merger Consideration payable upon the surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such any Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may . If payment is to be issued 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 the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance payment shall pay any transfer or other Taxes taxes required by reason of the issuance of shares of Acquiror Common Stock payment to a Person person other than the registered holder of such the surrendered Certificate or shall establish established to the satisfaction of Acquiror the Surviving Corporation that such Taxes have tax has been paid or are is 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 in accordance with the provisions of this Section 2.22.3(b), each Certificate (other than Certificates representing Shares owned by the Company or Parent, Sub or any other Subsidiary of Parent), shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.Merger Consideration. 3

Payment Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Agent to mail to each record holder, as of the Effective Time, the Company shall act as Paying Agent (in such capacity, the "Paying Agent"). Upon surrender of an outstanding a certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced represented outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i"Certificates") to the Paying Agent and a form letter of transmittal in customary form and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter provisions as Parent may reasonably specify (the "Letter of transmittal duly executed and any other required documentsTransmittal"), the holder of such Certificate shall be entitled to receive in exchange therefor (A) Exchangeable Shares representing, in the applicable amount aggregate, the whole number of Merger Consideration shares that such holder has the right to receive pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceled. In the event Articles of a surrender of a Certificate representing Amendment (after taking into account all shares of Company Common Stock which are not registered then held by such holder) and (B) a cheque in the transfer records amount equal to the cash in lieu of any dividends and other distributions pursuant to the Company under Articles of Amendment and cash in lieu of fractional shares pursuant to the name Articles of the Person surrendering such Certificate, a certificate representing the proper number of Amendment. With respect to those shares of Acquiror Company Common Stock may for which Certificates and a Letter of Transmittal are delivered to Parent at the Closing, the consideration that such holder is entitled to receive shall be issued delivered to a Person such holder as soon as practicable after the Closing (but in no event later than five business days). No interest will be paid or will accrue on any cash payable as consideration pursuant to the Articles of Amendment. If the consideration (or any portion thereof) is to be delivered to any person other than the Person person in whose name the Certificate representing the shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition to such delivery that the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery shall pay to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay Paying Agent any transfer or other Taxes required by reason of the issuance payment of shares of Acquiror Common Stock such consideration to a Person person other than the registered holder of such the Certificate surrendered, or shall establish to the satisfaction of Acquiror the Paying Agent that such Taxes have Tax has been paid or are is 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 in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1, without any interest thereon.

Payment Procedures. As soon as reasonably practicable after (a) Landlord shall have the Effective Timeobligation to provide the Landlord’s Construction Allowance only if the following conditions are satisfied: Tenant shall be in full compliance with, Acquiror shall cause and not in default under (beyond applicable notice and cure periods), applicable law and the Exchange Agent to mail to each record holder, as provisions of the Effective TimeLease and the License Agreement; Tenant shall have obtained, and shall maintain, all necessary and appropriate permits, licenses, authorizations and approvals from all governmental authorities having or asserting jurisdiction, and shall have delivered true copies thereof to Landlord; Tenant shall have delivered to Landlord a completed requisition for advance (in form issued by the American Institute of an outstanding certificate or certificates (each a "Certificate" Architects), certified and collectivelysworn to by Tenant’s Architect, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal and (ii) instructions for use in effecting effect that the surrender value of the Certificates for payment therefor. Upon surrender labor and materials in place equals the total portion of the Landlord’s Construction Allowance funded to date plus the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)the advance then being requested, and such Certificate shall forthwith be canceled. In that the event of work completed to date has been performed in a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificategood and workmanlike manner, a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes have been paid or are not applicableTenant’s Architect, 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 in accordance with the provisions Plans and in compliance with all laws, orders, rules and regulations of this Section 2.2all federal, each Certificate state, municipal and local governments, departments, commissions and boards, which certification shall represent be accompanied by the General Contractor’s invoice(s) for work performed and covered by the requisition for advance for the payment being requested; and Tenant shall have delivered to Landlord conditional waivers of lien from the General Contractor and all other contractors, subcontractors, vendors, suppliers and materialmen whose contract for services is $3,500 or more ("Material Contractors") and who shall have furnished materials or supplies or performed work or services covered by such requisition, and full lien waivers for all purposes only previous work performed, completed and paid for from the right General Contractor and Material Contractors. (b) Within thirty (30) days after Tenant shall have complied with all of the foregoing conditions, that portion of the Landlord’s Construction Allowance covered by a particular requisition for advance shall be paid by Landlord to receive Tenant. (c) Each payment by Landlord of portions of the applicable consideration Landlord’s Construction Allowance shall be in the amount properly requisitioned in accordance with the foregoing. Tenant shall require ten percent (10%) retainage in the General Contractor’s Contract and said retainage shall be reflected in the requisition submitted to Landlord. Consequently, Landlord shall pay the full requisition amount, and the final requisition shall include payment of retainage sums previously withheld from the General Contractor. Upon the completion of the Work and the taking of occupancy by Tenant of the Premises for Tenant’s normal business operations, the final payment and any retainage held by Landlord shall be paid to Tenant upon receipt of: The certificate of Tenant’s Architect stating the Work has been finally completed in compliance with the Plans; An affidavit from the General Contractor stating that all subcontractors, laborers and material suppliers who supplied labor and/or materials for the Work have been paid in full and that all liens therefor that have been, or might be, filed have been discharged of record or waived; Complete final release and waiver of lien with respect to the Premises and the Complex from the General Contractor and all Material Contractors; A complete set forth in Section 2.1of as built plans and CAD drawings for the Tenant Improvements; Copies of HVAC warranties, without any interest thereon.operations and service manuals, and test reports for the fire alarm/sprinkler system and air balancing; and A key schedule from the hardware supplier. The following constitutes the agreement between Virginia Healthcare Center, LLC (“Landlord”) and ___________________________ (“Tenant”) with respect to the initial improvements to the Premises, pursuant to that certain Lease dated as of ______ __, 20__, to which this agreement is an incorporated Exhibit:

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five Business Days thereafter), Acquiror the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): Certificate (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 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 may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforof the Common Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a CertificatePaying Agent, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and any such other customary documents as may reasonably be required documentsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount Common Merger Consideration, without interest, for each share of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which Company Common Stock formerly represented by such holder is entitled pursuant to Section 2.2(j)Certificate, and such the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock which are not registered in the transfer records If payment of the Company under the name of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued 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 (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such the Person surrendering such Certificate and requesting such issuance payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of shares of Acquiror the Common Stock Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall establish have established to the reasonable satisfaction of Acquiror the Surviving Corporation that such Taxes have tax either has been paid or are is 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 in accordance with the provisions of as contemplated by 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 consideration set forth in Section 2.1Common Merger Consideration as contemplated by this Article II, without any interest thereoninterest.

Payment Procedures. As soon as reasonably practicable after the ------------------ Effective Time, Acquiror the Payment Agent shall cause the Exchange Agent to mail to each holder of record holder, as of the Effective Time, of an outstanding a certificate or certificates which at the Effective Time represented Shares (each a "Certificate" and collectively, the "Certificates") that immediately prior to ), the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): following documents: (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 to the Payment Agent and shall be in such form and have such other provisions as GGC, CytRx and the Payment Agent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment thereforwith respect thereto. Upon surrender of a Certificate for cancellation to the Exchange Payment Agent of a Certificate, together with such letter of transmittal transmittal, duly executed and any other required documentsexecuted, the holder of such Certificate shall be entitled entitled, subject to Section 2.3, to receive in exchange therefor the applicable amount of Merger Consideration payable with respect to the Shares represented by such Certificate pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j)the provisions of this Article II, and such the Certificate so surrendered shall forthwith be canceledcancelled. In the event that a holder has lost or misplaced a Certificate, or a Certificate has been destroyed or stolen, an affidavit of loss thereof (together with an appropriate indemnity and bond and any other document necessary to evidence and effect such bona fide transfer, if CytRx so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to CytRx and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock Shares which are is not registered in the transfer records of the Company under the name GGC, payment of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock applicable Merger Consideration may be issued made to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Person surrendering Payment Agent, accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay by evidence that any applicable stock transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror that such Taxes taxes have been paid or 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 programpaid. Until surrendered in accordance with the provisions of as contemplated by this Section 2.2, each Certificate (other than Dissenting Shares to which statutory dissenters' rights have been perfected as provided in Section 2.1(d)) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable consideration set forth Merger Consideration with respect thereto subject to Sections 2.3 and Article VIII. 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. CytRx and the Payment Agent shall not be obligated to deliver any Merger Consideration until a holder of Shares surrenders such holder's Certificate or Certificates of Shares for exchange in accordance with this Section 2.1, without any interest thereon2.2(b).

Payment Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Acquiror Parent shall cause the Exchange Agent Surviving Corporation to mail cause to be mailed to each record holderperson who was, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares Time, a holder of Company Common Stock record of Shares entitled to receive the Merger Consideration pursuant to Section 2.07(a)(i) (excluding any shares described in Sections 2.1(b)): (ix) a form of 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 evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (iiy) instructions for use in effecting the surrender of the Certificates for payment thereforpursuant to such letter of transmittal. Upon surrender to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may be required documentspursuant to such instructions or as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which payable in respect thereof for each Share formerly evidenced by such holder is entitled pursuant to Section 2.2(j)Certificate, and such Certificate shall forthwith then be canceledcancelled. In The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a any Certificate representing shares of Company Common Stock which are not registered in for the transfer records benefit of the Company under holder of such Certificate. Until so surrendered, outstanding Certificates shall be deemed from and after the name Effective Time to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Section 2.07(a). If a payment of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock may Merger Consideration is to be issued made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered is registered if (x) such Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer to and that the Person surrendering such Certificate and person requesting such issuance, (y) such Person surrendering such Certificate payment shall have paid all transfer and requesting such issuance shall pay any transfer or other Taxes taxes required by reason of the issuance payment of shares of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of such the Certificate surrendered, or shall establish have established to the reasonable satisfaction of Acquiror Purchaser that such Taxes taxes either have been paid or are not applicable. If any holder of Shares immediately prior to the Effective Time is unable to surrender the Certificate pursuant to which such Shares are evidenced, and (z) such Person surrendering whether because such Certificate shallhas been lost, stolen, mutilated, destroyed or otherwise, the Paying Agent or Parent, as applicable, shall issue in exchange for such Certificate the Merger Consideration payable in respect thereof pursuant to Section 2.07(a) if such holder delivers, in lieu of such Certificate, if required requested by AcquirorParent, 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 an affidavit and/or an indemnity bond in accordance form and substance and with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right surety reasonably satisfactory to receive the applicable consideration set forth in Section 2.1, without any interest thereonParent.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, Acquiror shall cause Time and in any event not later than the Exchange Agent to mail to each record holder, as of third business day following the Effective Time, the Paying Agent shall mail to each holder of an outstanding certificate or certificates record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (iA) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (iiB) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. 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 for payment therefor. accordingly. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Paying Agent of a Certificate, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and any such other documents as may be required documentsby the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the applicable product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Merger Consideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends Certificates or other distributions to which such holder is entitled pursuant to Section 2.2(j), and such Certificate shall forthwith be canceledBook-Entry Shares. In the event of a surrender transfer of a Certificate representing shares ownership of Company Common Stock which are Shares that is not registered in the transfer records of the Company under the name Company, a check for any cash to be paid upon due surrender of the Person surrendering such Certificate, a certificate representing the proper number of shares of Acquiror Common Stock Certificate may be issued paid to such a Person other than the Person in whose name transferee if the Certificate so surrendered formerly representing such Shares is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Person surrendering Paying Agent, accompanied by all documents required to evidence and effect such Certificate transfer and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other Taxes required by reason to evidence to the reasonable satisfaction of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of Acquiror Surviving Corporation that such any applicable stock transfer Taxes have been paid or 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 in accordance with the provisions of 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 for all purposes 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 set forth otherwise payable under this Agreement to any holder of Shares, such 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 Section 2.1, without any interest thereonrespect of which such deduction and withholding were made.