Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying 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) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail deliver: (A) to each holder record holder, as of record immediately prior to the Effective Time, of Shares (i1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal specifying (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and (iiwhich 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 or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (or effective affidavits B) to each holder of loss a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in lieu thereof) effecting the surrender of such Company Stock Option in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Option Consideration, as the case may be. . (ii) Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the terms of instructions thereto, and such letter of transmittal, duly executedother customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares Merger Consideration for each share formerly represented by such Certificate (or effective affidavit Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of loss in lieu thereof) multiplied by (y) holders of the Common Stock Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Preferred Stock Book-Entry Shares. If payment of the Merger ConsiderationConsideration is to be made to an individual, as partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the case may bePerson in whose name the surrendered Certificate is registered, and it shall be a condition of payment that the Certificate so surrendered shall forthwith be cancelled. No interest will properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid or accrued on any amount payable upon due surrender transfer and other Taxes required by reason of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records payment of the Company, Merger Consideration to a check for any cash to be paid upon due surrender Person other than the registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. Promptly after the Effective Time (Time, Novartis and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares shares of Common Stock (i) a letter of transmittal (which shall be in a form approved by Novartis and the Company prior to the Effective Time) specifying 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) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares shares of Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of Common Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Payment Agent and shall be in such form and have such other provisions as Levy Acquisition Co. may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Levy Acquisition Co. 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 Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly after The CCRPC shall pay, or cause to be paid, to the Effective Time (SUBGRANTEE progress payments which may be monthly or as otherwise agreed to by the parties for actual costs incurred as determined by using cost records for each Task and in any event no later than five business days after expense line items such as labor, benefits and direct and indirect costs of the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying that delivery required services covered by this Agreement. Requests for payment shall be effectedaccompanied 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 risk of loss and title to Certificates only that effort will be included on invoices under this Agreement. The above payments shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent 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 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 other proofs of work. The completion of the Agreement is subject to the availability of funds. Written reports delivered under the terms of such letter this Agreement shall be printed using both sides of transmittalthe page whenever practical. Payment must be requested using an invoice showing the name of project, duly executedperiod in which work is completed, amount billed for the period of work completed, amount billed to date and balance by task. Progress Reports must be submitted with each invoice. Invoice and supporting documentation shall be submitted electronically to Xxx Xxxxxxxx, Senior Planner at xxxxxxxxx@xxxxxxx.xxx and also to Xxxxxx Xxxxx, Senior Business Manager at xxxxxx@xxxxxxx.xxx. Attachments C & D & E are provisions that flow down from CCRPC’s Agreement with the State of Vermont to the SUBGRANTEE, and therefore become a part of this Agreement, as applicable. Should any of the provisions be contradictory or in conflict with another, the holder of such Certificate provisions flowing down from the specific funding source from CCRPC’s Agreement shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledprimary. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no later than five business days after the Effective Time)Date, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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) to the Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company may mutually agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes (as hereinafter defined) have been paid or are not applicable.

Payment Procedures. Promptly As promptly as practicable following the Effective Time, Parent and Merger Sub shall instruct the Exchange Agent to mail within three (3) Business Days after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of shares of Company Common Stock (i) a letter of transmittal specifying in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or transfer of the Uncertificated Shares to the Paying Agent Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration (including the Fractional Share Cash Amount) in respect of the shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate (or effective affidavits of loss in lieu thereof), together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in exchange for the Common Stock Merger Consideration case of a book-entry transfer of Uncertificated Shares. Until so surrendered or Preferred Stock Merger Considerationtransferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration (including the Fractional Share Cash Amount) payable in respect thereof pursuant to the provisions of this Article II. Upon Parent shall instruct the surrender Exchange Agent to pay such Merger Consideration and Fractional Share Cash Amount within five (5) Business Days following the later to occur of a (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or effective affidavit of loss in lieu thereof) to or “agent’s message”, and the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Uncertificated Share so surrendered shall be forthwith be cancelled. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender of the Certificates. In the event of a or transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableUncertificated Share.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the fifth Business Day following the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares Common Units whose Common Units were converted into the Merger Consideration pursuant to Section 2.1(a), (iA) a letter of transmittal specifying (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and shall be in such customary form and have such other provisions as Parent and the Xxxxxx Parties shall reasonably determine) and (iiB) instructions for use of the Letter of Transmittal in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Common Units in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate (or an effective affidavit of loss in lieu thereof) or Book-Entry Common Units to the Paying Agent together with such Letter of Transmittal, duly completed and validly executed in accordance with the terms of instructions thereto, and such letter of transmittal, duly executedother documents as may customarily be required by the Paying Agent, the holder of such Certificate or Book-Entry Common Units shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares Common Units represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Common Units multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender for the benefit of holders of the CertificatesCertificates or Book-Entry Common Units on the Merger Consideration payable in respect of the Certificates or Book-Entry Common Units. In the event of a transfer of ownership of Shares Common Units that is not registered in the unit transfer records register of the CompanyPartnership, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares Common Units is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock unit transfer taxes or other Taxes have been paid or are not applicable. (iii) Parent, the Surviving Entity and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Common Units such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of federal, 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 Common Units in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five (5) business days after the Effective Timethereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares to the Paying Agent Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company prior to the Effective Time may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration. Notwithstanding anything to the contrary in this Agreement, as the case may be. Upon the surrender no holder of Book-Entry Shares will be required to deliver a Certificate (or effective affidavit an executed letter of loss in lieu thereof) transmittal to the Paying Agent in accordance order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1, and a holder of Book-Entry Shares will be deemed to have surrendered their Book-Entry Shares upon delivery to the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) regarding the book-entry transfer of such holder’s Book-Entry Shares, and such record holder, upon delivery of an “agent’s message” or such other evidence, will be entitled to receive the Merger Consideration for such Book-Entry Shares. Upon surrender of a Certificate or Book-Entry Share for cancellation to the Paying Agent, together with the terms of such letter of transmittal, if applicable, duly executedcompleted and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares Merger Consideration, without interest, for each Share formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook Entry-Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender If payment of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of a payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (y) the Person requesting such payment shall have paid any transfer records and other similar Taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book-Entry Share surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by Parent and the Company specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash and shares of Parent Common Stock in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any the cash and Parent Common Stock to be paid and issued upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or evidence of Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of Shares the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock converted into the right to receive the portion of the Merger Consideration payable for such Company Common Stock, (i) a letter of transmittal specifying in customary form and approved by the Company prior to the Effective Time (which approval shall not be unreasonably withheld or delayed) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall contain such other provisions as Parent and the Company shall reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock portion of the Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayable upon surrender of said Certificates. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) portion of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayable for such shares of Company Common Stock, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on any amount payable upon due deemed from and after the Effective Time, for all corporate purposes, to 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 the Certificates. In duly executed letters of transmittal, the event of a transfer of ownership of Shares that is not registered in Paying Agent shall deliver to the transfer records record holders thereof, without interest, the portion of the Company, a check for any cash Merger Consideration to be paid which such holder is entitled upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented said Certificates, subject to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablerestrictions set forth herein.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days a) As soon as practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each holder of a Company Warrant immediately prior to the Effective Time (such certificates and Company Warrants, collectively, the “Certificates”), and each holder of uncertificated shares of Company Common Stock represented by book-entry (including Share CDIs held on an issuer-sponsored subregister or CHESS subregister, the “Book-Entry Shares”): (i) a letter of transmittal specifying which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in customary form and have such other provisions as Parent shall reasonably specify; and (ii) instructions for effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) to or Book-Entry Shares in exchange for such holder’s applicable portion of the Paying Agent and (ii) instructions for use in effecting the Cash Consideration. Upon surrender of the Certificates a Certificate (or effective affidavits of loss in lieu thereof) ), or in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon of Book-Entry Shares, in adherence with the surrender applicable procedures set forth in the letter of a Certificate (or effective affidavit of loss in lieu thereof) transmittal, to the Paying Agent, together with such letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent, duly executed and completed in accordance with the terms of such instructions to the letter of transmittal, duly executedand such other documents as may be reasonably required by 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 a check in the amount (after giving effect to any required tax withholdings) applicable portion of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Cash Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.7(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Cash Consideration as contemplated by Section 1.5. (b) No interest will be paid or accrued will accrue on any amount payable upon due surrender of the CertificatesCash Consideration. In the event of a transfer of ownership of Shares that Company Common Stock or Company Warrant which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender the applicable portion of the Certificate may Cash Consideration otherwise payable with respect thereto shall be paid payable to such a transferee if the Certificate formerly representing such Shares Company Common Stock or Company Warrant is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the second business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (iA) a letter of transmittal specifying (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) 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 the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon and (y) to each holder of a Company Stock Option, Restricted Stock or XXXXX, instructions for use in effecting the surrender of a Certificate Company Stock Options, Restricted Stock or PARSUs and delivery of such other documents as may be reasonably required by the Surviving Corporation and Parent in exchange for Option and Stock-Based Award Consideration. No interest shall be paid or accrued on such amounts. (ii) Upon surrender of Certificates or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required thereby or by 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 amount (after giving effect to any required tax withholdings) product of (x) the number of Shares previously represented by such Certificate (holder’s properly surrendered Certificates or effective affidavit of loss in lieu thereof) Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares, Company Stock Options, Restricted Stock or PARSUs, 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, Company Stock Options, Restricted Stock or PARSUs, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after As promptly as practicable following the Effective Time), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of shares of Company Common Stock (i) a letter of transmittal specifying in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) the Uncertificated Shares to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) the Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor respect of the shares of Company Common Stock represented by a check in the amount (after giving effect to any required tax withholdings) of Certificate or Uncertificated Share, upon (x) surrender to the number Payment Agent of Shares represented a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by such Certificate (the Payment Agent, or effective affidavit of loss in lieu thereof) multiplied by (y) receipt of an “agent’s message” by the Common Stock Merger Consideration Payment Agent (or Preferred Stock Merger Considerationsuch other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, and each such Certificate or Uncertificated Share shall represent after the Certificate so surrendered shall forthwith be cancelledEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender of the Certificates. In the event of a or transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableUncertificated Share.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second (2nd) Business Day following the Closing Date, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration; provided that with respect to any holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1 and who appears at the Closing in person or Preferred Stock Merger Considerationby authorized representative, as the case may be. Paying Agent shall provide the letter of transmittal and instructions for use to such holder at the Closing. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) Each of the Paying Agent, the Company and its Subsidiaries, Parent, Merger Sub and their respective agents, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as it is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity within the period required under applicable Law and (B) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event no later than five business days after the Effective Timewithin three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (iA) a form of letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder of record shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent), and which letter shall be in a customary form and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, as to which the case may beholder thereof is entitled. Upon the surrender of a any Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor a check an amount of cash in the amount (after giving effect immediately available funds equal to any required tax withholdings) of (x) the number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, (less any required Tax withholdings as the case may beprovided in Section 2.09(g)), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.09. (ii) As soon as possible after the Effective Time (and in any event within three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each 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 Per Share Merger Consideration (A) a form of letter of transmittal which letter shall be paid upon due surrender 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 return of such letter of transmittal, duly executed and completed in accordance with the Certificate instructions thereto, and such other documents as may be paid to such a transferee if the Certificate formerly representing such Shares is presented to reasonably required by the Paying Agent, accompanied 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 all documents such Book-Entry Shares multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.09(g)), 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 cash 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 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 effect such transfer other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to evidence that receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any applicable stock transfer taxes have been paid or are not applicableevent within five 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. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the fifth Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 shall reasonably determine) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares formerly represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) Each of the Paying Agent, the Company, Parent, Merger Sub and their respective Subsidiaries or agents, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as it is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity within the period required under applicable Law and (B) shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the second business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 otherwise 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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares formerly represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, subject to all required Tax withholding as the case may be, and the Certificate so surrendered shall forthwith be cancelledprovided in Section 2.2(b)(iii). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event that any transfer or other similar Taxes become payable by reason of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or otherwise because of the payment of the Merger Consideration in any name other than that of the registered holder, a check for any cash to be paid upon due surrender of the Certificate may be paid with respect to such a transferee Shares if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes such Taxes (as hereinafter defined) have been paid or are not applicable. (iii) Each of the Paying Agent, the Company and the Surviving Corporation shall be entitled to deduct and withhold from amounts otherwise payable under this Agreement, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five business days after the Effective Timethereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares Company Common Stock (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, and which shall be in such form and shall have such other customary provisions (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 (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) Merger Consideration, without interest, for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationis to be made to a Person other than the Person in whose name the surrendered Certificate is registered, as the case may be, and it shall be a condition of payment that (x) the Certificate so surrendered shall forthwith be cancelled. No interest will properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid or accrued on any amount payable upon due surrender transfer and other taxes required by reason of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records payment of the Company, Merger Consideration to a check for any cash Person other than the registered holder of such Certificate surrendered or shall have established to be paid upon due surrender the reasonable satisfaction of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Payment Agent and shall be in such form and have such other provisions as Levy Acquisition Co. may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Payment Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Levy Acquisition Co. 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 Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate. If there are not applicableany certificates or scrip or shares of Company Common Stock representing fractional shares of Company Common Stock, the holder of any such fractional share interest shall be entitled to receive his pro rata share of the Merger Consideration as corresponds to his fractional share interest.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall will cause the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five business days after the Effective Timethree Business Days thereafter), Parent, HoldCo and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares Company Common Stock (other than the Company Common Stock to be cancelled or converted in accordance with Section 2.1) (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent 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, HoldCo and the Company may reasonably agree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beprovided in Section 2.1.3. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) a Book Entry Share for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) Merger Consideration for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender If payment of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of a payment that (A) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (B) the Person requesting such payment shall have paid any transfer records and other Taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book Entry Share surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 2.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding Shares (iother than Excluded Shares), whose shares were converted pursuant to Section 3.1(b) into the right to receive the Merger Consideration, a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax Tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration and (y) to each holder of a Company Stock Option or Preferred a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Merger Consideration, as the case may be. Option or Performance Share. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any holder of Shares (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any provision of U.S. state or local 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 or holder of the Company Stock Options or Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the third business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (iA) a letter of transmittal specifying (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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. (y) to each holder of a Company Stock Option or Restricted Share, a check in an amount, if any, due and payable to such holder pursuant to Section 5.5(a)(i) or Section 5.5(a)(ii), respectively, in respect of such Company Stock Option or Restricted Share. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required thereby or by 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 amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledless any required withholding Taxes. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares (including Restricted Shares) or holder of Company Stock Options, such amounts as it determines in good faith are required to be withheld or deducted under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares (including Restricted Shares) or holder of the Company Stock Options, in respect of which such deduction and withholding was made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation Parent shall send, or will cause the Paying Agent to mail send, to each holder of record of a certificate or certificates (each, a "Certificate") that formerly represented outstanding Company Common Shares (i) that were converted into the right to receive Merger Consideration pursuant to Section 3.1, a letter of transmittal specifying and instructions (which shall be in customary form reasonably approved by the Company prior to the Effective Time and specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (iiAgent) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment contemplated by this Section 3.2. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a duly executed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount of Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article III (after giving effect to any required tax withholdings) withholding Tax). In no event will holders of (x) Company Common Shares be entitled to interest on the number Merger Consideration. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration. If any portion of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationis to be paid to a Person other than the Person in whose name the Certificate is registered, as the case may be, and it shall be a condition to such payment that the Certificate so surrendered shall forthwith be cancelled. No interest will properly endorsed or otherwise be paid or accrued on any amount payable upon due surrender of in proper form for transfer and that the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Person requesting such a transferee if the Certificate formerly representing such Shares is presented payment shall pay to the Paying Agent, accompanied by all documents Agent any transfer or other Taxes required as a result of such payment to evidence and effect a Person other than the registered holder of such transfer and Certificate or establish to evidence the satisfaction of the Paying Agent that any applicable stock transfer taxes have such Tax has been paid or are is not applicablepayable. 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 Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration, as contemplated by this Article III.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (ix) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates or Book-Entry Shares 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 reasonably specify), and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration. On the Closing Date, as the case may be. Paying Agent shall also deliver, or cause to be delivered, to each holder of a Company Stock Option or a Company Stock-Based Award by wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with, in accordance with the terms case of Certificates, such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes (as defined in Section 3.14(b)) have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) For the avoidance of doubt, the Paying Agent, the Surviving Corporation and Parent shall each be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as defined in Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Paying Agent and Merger Consideration. (ii) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the an amount (after giving effect to any required tax withholdings) equal to the product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (iA) a form of letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and which shall be in form and contain provisions which Parent may specify and which are reasonably acceptable to the Company) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration. Each holder of record of one or more Certificates shall, as the case may be. Upon the upon surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance of such Certificate or Certificates, together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor a check in the amount (after giving effect of cash to any required tax withholdings) of (x) the number of Shares represented by which such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beholder is entitled pursuant to Section 3.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares that Company Common Stock, which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate Merger Consideration may be paid made to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(b)(i), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article III. (ii) Notwithstanding anything to the contrary contained in this Agreement, any holder of Common Stock 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 III. In lieu thereof, each holder of record of one or more Common Stock Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Common Stock Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the amount of cash to which such holder is entitled pursuant to Section 3.01(c) (after taking into account all shares of Company Common Stock held by such holder immediately prior to the Effective Time), and the Common Stock Book-Entry Shares of such holder shall forthwith be canceled.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than within five business days after (5) Business Days of the Effective Time), the Final Surviving Corporation Entity shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in customary form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock (such instructions shall include instructions for the payment of the Merger ConsiderationConsideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including, without limitation, any not-for-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Payment Procedures. Promptly after the Effective Time (and a) As promptly as practicable, but in any no event no later than five business days three Business Days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record of Shares one or more certificates (ithe “Certificates”) that, prior to the Effective Time, represented shares of Company Common Stock, or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.8(a): (a) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) Book Entry Shares to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iib) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book Entry Shares for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents as Parent may appoint, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Exchange Agent may reasonably require, the holder of such Certificate or Book Entry Shares shall be entitled to receive the Merger Consideration in exchange therefor a check in the amount (after giving effect to any required tax withholdings) for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook Entry Shares, and the Certificate or Book Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the applicable surrendered Certificate or Book Entry Shares is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate or Book Entry Shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a transfer of ownership of Shares name other than that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such or Book Entry Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence reasonable satisfaction of Parent that any applicable stock transfer taxes such Taxes either have been paid or are not applicablepayable. (b) No dividends or other distributions declared or made with respect to Parent Common Stock having a record date after the Effective Time will be paid to any holder of record of Company Common Stock until such holder has surrendered the Certificate or Book Entry Shares representing such stock as provided herein. Subject to the effect of applicable Law, following surrender of any such Certificates or Book Entry Shares, there shall be paid to the holder of the new certificates issued in exchange therefor, without interest, the amount of dividends or other distributions with a record date after the Effective Time previously payable with respect to the shares of Parent Common Stock represented thereby.

Payment Procedures. Promptly after the Effective Time As promptly as practicable (and in any event no later than five business days within ten (10) Business Days) after the Effective Time, Parent and Merger Sub will use commercially reasonable best efforts to cause the Payment Agent to send to each record holder of a Certificate (other than Certificates to be canceled pursuant to Section 2.6(c)), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent) and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationpayable in respect thereof pursuant to Section 2.6. As soon as reasonably practicable after the Effective Time, as the case may be. Upon the surrender each holder of a Certificate (or effective affidavit of loss in lieu thereof) upon surrender thereof to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate Payment Agent, shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, payable in respect thereof pursuant to Section 2.6. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the case Payment Agent may be, and the Certificate so surrendered shall forthwith be cancelledimpose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued will accrue on any amount the Merger Consideration payable upon due surrender of the Certificatesin respect thereof pursuant to Section 2.6. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration payable pursuant to Section 2.6(a) shall be paid upon due surrender issued with respect to such shares of the Certificate may be paid Company Common Stock to such a transferee only if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate or Preferred Stock Merger ConsiderationBook-Entry Share is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the cash and the number of Parent ADSs to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (ii) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, in addition to the Merger Consideration, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Effective Time, which were either previously paid or payable on the date of such surrender with respect to such securities and (B) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such securities with a record date after the Effective Time and prior to surrender and with a payment date subsequent to such surrender.

Payment Procedures. Promptly after the Effective Time (and Time, but in any no event no later more than five business days (5) Business Days after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties hereto specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.3(f)) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in an amount equal to the amount Merger Consideration (after giving effect to any required tax withholdings) of for each Share (xother than Dissenting Shares) the number of Shares formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) Book-Entry Share that such holder has the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time Time, (and in any event no later than five business days after the Effective Timethree (3) Business Days thereafter), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock (including Restricted Stock) immediately prior to the Effective Time that thereafter was converted at the Effective Time into the right to receive the applicable Merger Consideration and that has not theretofore submitted its Certificates or Book-Entry Shares with a Form of Election (i) a letter of transmittal specifying (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent or, in accordance the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect therefor, subject to any required tax withholdings) withholding of (x) the number Taxes in accordance with Section 2.7(h), for each share of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Company Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, (including Restricted Stock) surrendered (and the Certificate so any Certificates surrendered shall forthwith be cancelled) (I) the Stock Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.4 and Section 2.5, and/or (II) a check or wire transfer representing the amount of (A) the Cash Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.1(e), Section 2.4 and Section 2.5, (B) any dividends or distributions which the holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with Section 2.7(c) and (C) a check or wire transfer representing the Fractional Share Consideration, without interest, resulting from the rounding-down of any shares of Parent Common Stock otherwise issuable pursuant to (I) above. No interest will be paid or accrued on If payment of any amount payable upon due surrender portion of the Certificates. In Aggregate Merger Consideration is to be made to a Person other than the event of a transfer of ownership of Shares that Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is not registered in the transfer or stock records of the Company, it shall be a check for condition of payment that (A) the Person requesting such exchange present proper evidence of transfer and (B) the Person requesting such payment shall evidence payment of any cash to be paid upon due surrender transfer and other Taxes required by reason of the payment of such portion of the Aggregate Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book-Entry Share surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Company that such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration for each applicable share of Company Common Stock as contemplated by this Article II, without interest.

Payment Procedures. Promptly (a) As soon as practicable after the Effective Time (and but in any no event no later than five business (5) days after following the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”): (i) a letter of transmittal specifying as reasonably agreed by the parties prior to Closing which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree prior to the Effective Time, and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Cash Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent (or receipt of an “agent’s message by the Paying Agent (or any other evidence of transfer that the Paying Agent may reasonably request) in accordance the case of the transfer of Company Common Stock held in book-entry form) together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger applicable Cash Consideration, as the case may bewithout interest, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.7, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, equal to the Cash Consideration. (b) No interest will be paid or accrued will accrue on any amount payable upon due surrender of the CertificatesCash Consideration. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to the applicable Cash Consideration shall be paid upon due surrender of the Certificate may be paid payable to such a transferee if the Certificate formerly representing such Shares Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.

Payment Procedures. Promptly after the Effective Time (and Time, but in any no event no later more than five (5) business days after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties hereto specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.2(f)) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.2(f)) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.2(f)) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in an amount equal to the amount Merger Consideration (after giving effect to any required tax withholdings) of for each Share (xother than Dissenting Shares) the number of Shares formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) Book-Entry Share that such holder has the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. (a) Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Buyer shall cause the Paying Agent exchange agent selected by Buyer (the “Exchange Agent”) to mail to each holder the former shareholders of record Seller and former holders of Shares Seller Rights appropriate transmittal materials (i) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of Certificates (such certificates or effective affidavits of loss in lieu thereof) other instruments to the Paying Agent and (ii) instructions for use in effecting the surrender Exchange Agent). The certificate or certificates of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Seller Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate instruments representing Seller Rights so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of duly endorsed as the CertificatesExchange Agent may reasonably require. In the event of a transfer of ownership of Shares shares of Seller Common Stock represented by certificates that is not registered in the transfer records of Seller, the Company, a check Merger Consideration payable for any cash to be paid upon due surrender of the Certificate such shares as provided in Section 3.1 may be paid issued to such a transferee if the Certificate formerly certificates representing such Shares is presented shares are delivered to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right 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 the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. (b) After the Effective Time, each holder of shares of Seller Common Stock (other than Excluded Shares) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, without interest, pursuant to this Section 4.1. Buyer shall not be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any Seller Entity, nor the Exchange Agent shall be liable to any holder of Seller Common Stock or to any holder of Seller Rights for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) Each of Buyer and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Seller Common Stock and Seller Rights such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law or by any Taxing Authority or Governmental Authority. To the extent that any amounts are not applicableso withheld by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Seller Common Stock or Seller Rights, as applicable in respect of which such deduction and withholding was made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be. (d) Adoption of this Agreement by the shareholders of Seller shall constitute ratification of the appointment of the Exchange Agent.

Payment Procedures. Promptly after Appropriate transmittal materials shall be provided to the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder holders of record of Shares promptly following the Effective Time by the Paying Agent advising such holders of the effectiveness of the Merger and the procedure for surrendering Certificates to the Paying Agent. The transmittal materials shall (i) a letter of transmittal specifying specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or an effective affidavits affidavit of loss in lieu thereof) to the Paying Agent and (ii) include instructions for use in effecting the surrender of the Certificates (or effective affidavits affidavit of loss in lieu thereof) in exchange for the Common Stock aggregate Per Share Merger Consideration or Preferred Stock Merger Consideration, as payable in respect of the case may beShares represented by such Certificates. Upon the surrender of a Certificate (or an effective affidavit of loss in lieu thereof) ), together with properly completed and executed transmittal materials, to the Paying Agent in accordance with the terms of such letter of transmittal, duly executedthe transmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the cash amount (after giving effect to any required tax withholdingswithholdings as provided in Section 4.7) of equal to (xA) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (yB) the Common Stock Merger Consideration or Preferred Stock Per Share Merger Consideration, as in the case may beform of a check (or made available for collection by hand if so elected by the surrendering holder of a Certificate (or effective affidavit of loss in lieu thereof), provided payment by hand is permissible by the Paying Agent) and the Certificate so surrendered shall forthwith be cancelledcancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, a check for any cash to be paid upon due surrender of the Certificate may be paid issued to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. If any Merger Consideration is to be delivered to a Person whose name is other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such delivery that the Person requesting such delivery shall pay any transfer or other Taxes required to be paid by reason of such delivery to a Person whose name is other than that of the holder of the Certificate surrendered or shall establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five ten (10) business days after the Effective Timethereafter), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of Shares the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect of such Certificates and any dividends and other distributions to which the case may beholder of such Certificates is entitled pursuant to SECTION 2.11 hereof. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of each such Certificate shall be entitled to receive in exchange therefor a check the Merger Consideration payable in respect of the amount (after giving effect to any required tax withholdings) of (x) the number of Company Shares represented by such Certificate (or effective affidavit and any dividends and other distributions to which the holder of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may besuch Certificates is entitled pursuant to SECTION 2.11 hereof, and the Certificate so surrendered shall forthwith be cancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any amount the cash payable upon due the surrender of such Certificates pursuant to this SECTION 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Certificates. In Effective Time to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration payable in the transfer records respect of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate Company Shares formerly representing such Shares is presented represented thereby pursuant to the Paying Agent, accompanied by all documents required terms of this ARTICLE II and any dividends and other distributions to evidence and effect which the holder of such transfer and Certificates is entitled pursuant to evidence that any applicable stock transfer taxes have been paid or are not applicableSECTION 2.11 hereof.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates or Book-Entry Shares 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 reasonably specify), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration. On the Closing Date, as the case may be. Paying Agent shall also deliver, or cause to be delivered, to each holder of a Company Stock Option or a Company Stock-Based Award by wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with, in accordance with the terms case of Certificates, such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may reasonably be required by 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 amount (after giving effect to any required tax withholdings) product of (xA) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (yB) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. If the Certificates. In payment equal to the event of Merger Consideration is to be made to a transfer of ownership of person other than the person in whose name the surrendered Certificate or the transferred Book-Entry Shares that is not registered in the transfer records of the Company, it shall be a check for any cash to be paid upon due surrender condition of payment that (i) the Certificate may be paid to such a transferee if the Certificate or Book-Entry Shares formerly representing such Shares is presented to the Paying Agent, accompanied by all proper endorsements or documents required to evidence and effect such transfer and (ii) the person requesting such payment shall pay to evidence that the Paying Agent any applicable stock transfer taxes or other Taxes required as a result of such payment to a person other than the registered holder of such Certificate or Book-Entry Share or provide evidence satisfactory to the Paying Agent that any stock transfer Taxes (as defined in Section 3.13(c)) have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article 2. (iii) For the avoidance of doubt, the Paying Agent, the Surviving Corporation and Parent shall each be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any former holder of Shares or former holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment, including any applicable transfer, stamp or other Taxes due as a result of the consummation of the Merger. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as defined in Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second Business Day following the Closing Date, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled(less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (i) shall be remitted by the applicable entity to the appropriate Governmental Entity and (ii) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the second business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (iA) a letter of transmittal specifying (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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the second business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal specifying (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 accompanied by any bond required by subsection (g) 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 reasonably specify), and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss accompanied by any bond required by subsection (g) in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration and (y) to each holder of a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder's properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) For the avoidance of doubt, the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the "CODE") or any provision of U.S. state, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted 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 or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and withholding were made. If any withholding or deduction is required to be made under the Laws of any jurisdiction from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, the amount of such payment shall be increased to an amount which ensures that, after the making of that withholding or deduction, the holder entitled to receive such payment receives and retains a net sum equal to the payment which it would have received and retained had no such withholding or deduction been required; provided, that this sentence shall not require that any increase be made with respect to any withholding or deduction to the extent such withholding or deduction would have been imposed had Parent and Merger Sub (or their respective assignees pursuant to Section 8.7) been corporations organized under the Laws of the United States (or any political subdivision thereof) or the British Virgin Islands and not resident for Tax purposes in any other jurisdiction.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)fifth (5th) Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b), (iA) a letter of transmittal specifying with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree prior to the Effective Time), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor a check in therefor, and the amount (after giving effect Paying Agent shall be required to any required tax withholdings) of (x) promptly deliver to each such holder, the number of Shares Merger Consideration into which the shares represented by such Certificate (Certificates or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationBook-Entry Shares have been converted pursuant to Section 1.4(b), as the case may be, and the Certificate so surrendered shall forthwith be cancelledsubject to Section 2.5. No interest will shall be paid or accrued on any amount payable upon on due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records If payment of the Company, a check for any cash Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid upon due surrender any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate may be paid to surrendered or shall have established that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicablerequired to be paid, in each case, to the satisfaction of Parent.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the third (3rd) business days after day following the Effective Time)Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that, immediately prior to the Effective Time, represented issued and outstanding Shares converted into the right to receive the Merger Consideration pursuant to Section 2.01(a), (iA) a letter of transmittal specifying (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) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted, and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof). In the event of a transfer of ownership of Shares that is not registered in the stock transfer records books of the Company, a check for any cash to be paid payment of Merger Consideration upon due surrender of the a Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or a letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable and in any event within three (3) business days after the Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article II. (iv) The Paying Agent, the Company, Parent, and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Code, or under any provision of state, local, or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and paid over to the relevant Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying 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) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the Each holder of such Certificate Common Certificates or Common Book-Entry Shares shall be entitled to receive in exchange therefor a check (i) Common Stock Consideration in the form of separate certificates or share deposit receipts for Acquiring Fund Common Stock and (ii) cash in an amount (after giving effect equal to any required tax withholdings) of (x) the number of Shares Common Cash Consideration, for each share formerly represented by such Common Certificate or Common Book-Entry Shares (less any required withholding taxes) and such Common Certificate or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered Book-Entry Shares shall forthwith then be cancelled. No interest will shall be paid or accrued for the benefit of holders of the Common Certificates or Common Book-Entry Shares on the Common Cash Consideration. (ii) If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that the Certificate or Book- Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any amount transfer and other taxes required by reason of the payment of the Merger Consideration, as applicable, to a person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of the Acquiring Fund that such tax either has been paid or is not applicable. (iii) Until surrendered as contemplated by, and in accordance with, this paragraph 3.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Date to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this paragraph 3. (iv) At any time following the date that is six months after the Effective Date, the Acquiring Fund shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been deposited with the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares and thereafter such holders shall be entitled to look to the Acquiring Fund (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable (without interest) upon due surrender of their Certificates or Book-Entry Shares. The Acquiring Fund shall pay all charges and expenses, including those of the CertificatesPaying Agent, in connection with the exchange of Acquired Fund Common Stock for Merger Consideration. In None of the event Acquiring Fund, the Acquired Fund or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any Cash Consideration remaining unclaimed as of a transfer date which is immediately prior to such time as such amounts would otherwise escheat to or become property of ownership any governmental entity shall, to the extent permitted by applicable law, become the property of the Acquiring Fund free and clear of any claims or interests of any person previously entitled thereto. All cash paid in accordance with the terms of this Article 3 in respect of Certificates or Book-Entry Shares that is not registered have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Acquired Fund Common Stock represented thereby. (v) After the Effective Date, the stock transfer records books of the CompanyAcquired Fund shall be closed and thereafter there shall be no further registration of transfers of Acquired Fund Common Stock that were outstanding prior to the Effective Date. After the Effective Date, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Certificates or Book-Entry Shares is presented to the Paying AgentAgent for transfer shall be canceled and exchanged for the Merger Consideration, accompanied by all documents required to evidence as applicable, provided for, and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablein accordance with the procedures set forth in, this Article 3.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation ATMI shall cause the Paying Agent to mail be mailed to each holder of record of Shares a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock and Company Series A Preferred Stock that were converted into the right to receive Common Stock Merger Consideration pursuant to Section 1.8(a) and Series A Merger Consideration pursuant to Section 1.8(c) (ithe “Certificates”) (a) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such a form and have such other provisions as ATMI may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock and Series A Merger Consideration, as the case may beapplicable. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance or to such other agent or agents as ATMI may appoint, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Paying Agent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration in exchange for each share of Company Common Stock or the Series A Merger Consideration in exchange for each share of Company Series A Preferred Stock Merger ConsiderationStock, as the case may beapplicable, formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Common Stock Merger Consideration or Series A Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In Common Stock Merger Consideration or Series A Merger Consideration is to be made to a Person other than the event Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Common Stock Merger Consideration or Series A Merger Consideration that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a transfer of ownership of Shares name other than that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence satisfaction of ATMI that any applicable stock transfer taxes such Taxes either have been paid or are not applicablepayable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 reasonably agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) The Paying Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of Shares the Effective Time) of a Share Certificate, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon delivery of the Share Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent, and (ii) instructions for use in effecting the surrender of the Share Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Share Certificates for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange payment therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the Merger Consideration and the number of Shares shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beShare Certificate, and the Share Certificate so surrendered shall be forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares that is not registered in the stock transfer records books of Company, the proper amount of cash and Parent Common Stock may be paid in exchange therefor to a person other than the person in whose name the Share Certificate so surrendered is registered if such Share Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the Company, payment to a check for any cash person other than the registered holder of such Share Certificate the Merger Consideration or establish to the satisfaction of Parent that such tax has been paid or is not applicable. The Exchange Agent shall accept such Share Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Share Certificates on the cash payable upon due the surrender of the Certificate may Share Certificates. Until so surrendered, outstanding Share Certificates will be paid to such a transferee if deemed from and after the Certificate formerly representing such Shares is presented to the Paying AgentEffective Time, accompanied by all documents required to evidence and effect such transfer and only the right to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive the Merger Consideration.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate or Preferred Stock Merger ConsiderationBook-Entry Share is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the cash and the number of Parent ADSs to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (ii) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, in addition to the Merger Consideration, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Effective Time, which were either previously paid or payable on the date of such surrender with respect to such securities and (B) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such securities with a record date after the Effective Time and prior to surrender and with a payment date subsequent to such surrender. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including, without limitation, any not-for-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares ("CERTIFICATES") shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to or non-certificated Shares represented by book-entry ("BOOK-ENTRY SHARES") in exchange for the Paying Agent and Merger Consideration. (ii) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the an amount (after giving effect to any required tax withholdings) equal to the product of (x) the number of Shares represented by such Certificate holder's properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the "CODE"), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after Prior to LBB's mailing of the Effective Time (and Notice for the Special Meeting as described in any event no later than five business days after the Effective Time)Section 6.8 of this Merger Agreement, the Surviving Corporation SFSC shall cause the Paying Agent to mail prepare for distribution to each holder shareholder of record of Shares (i) LBB with such Notice a letter of transmittal specifying ("Letter of Transmittal") for use by such shareholder to surrender the certificate(s) (the "Certificates") representing the shareholder's shares of LBB Common Stock that will be converted into the Merger Consideration. Each Letter of Transmittal will be accompanied by instructions regarding the shareholder's surrender of his or her Certificates. Each Letter of Transmittal shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to SFSC, and shall provide that, in the event that the Closing and the Effective Time do not occur, any Certificates so surrendered promptly shall be returned to the holder of record (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (his or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationher attorney-in-fact), as the case may be, together with the executed Letter of Transmittal, and shall further provide that the surrender of the shares represented by the Certificates shall be conditioned on, and shall become effective only upon the occurrence of, the Closing and the Effective Time. Upon the surrender of a Certificate (or effective affidavit for cancellation to SFSC, together with such Letter of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittalTransmittal, duly executed, and subject to the occurrence of the Closing and the Effective Time, the holder of such Certificate shall be entitled to receive in exchange therefor a check in cash representing the amount (after giving effect to any required tax withholdings) consideration for such shares of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the LBB Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beprovided in Section 2.6, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled and payment made forthwith. In the event of a transfer of ownership of Shares that is shares of LBB Common Stock which are not registered in the transfer records of LBB, cash representing the Company, a check for any cash to be paid upon due surrender of the Certificate proper consideration may be paid issued to such a transferee if the Certificate formerly representing such Shares shares of LBB Common Stock is presented to the Paying AgentSFSC, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrender as contemplated by this Section 3.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive cash upon such surrender as contemplated by Section 2.6.

Payment Procedures. Promptly As soon as practicable after the Effective Time (and Time, but in any no event no later than five business days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a Certificate (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent 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 (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a each Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent Agent, together and in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check the Merger Consideration payable in respect of the amount (after giving effect to any required tax withholdings) shares of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered surrendered, subject to any taxes required to be withheld, and such Certificate shall forthwith be cancelledcanceled. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed for all purposes after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock evidenced thereby. Holders of Certificates will not be entitled to payment of the Merger Consideration to which they would otherwise be entitled until their Certificates are properly surrendered. No interest will be paid or accrued will accrue on any amount the cash payable upon due surrender of the Certificatesany Certificate. In the event of a transfer of ownership of Shares that is not registered in the transfer records All costs and expenses of the Company, a check for any cash to Paying Agent will be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied borne by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableParent.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) whose shares were converted into the right to receive the Merger Consideration pursuant to this Article II: (i) a letter of transmittal specifying (in customary form which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock payable in respect thereof pursuant to this Article II (which instructions shall provide that, at the election of the surrendering holder, Certificates may be surrendered, and the Merger ConsiderationConsideration in exchange therefor collected, as the case may beby hand delivery). Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Payment Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beto which such holder is entitled pursuant to this Article II, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest Until so surrendered, outstanding Certificates will be paid or accrued on any amount payable upon due surrender of deemed from and after the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyEffective Time, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agentall corporate purposes, accompanied by all documents required to evidence and effect such transfer and the right to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive the Merger Consideration payable in respect thereof pursuant to this Article II.

Payment Procedures. Promptly after (i) The Surviving Corporation shall distribute the Merger Consideration at the Effective Time (and in any event no later than five business days after the Effective Time)as set forth herein, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates (i"Certificates") a letter previously representing shares of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates Common Stock or Class A Common Stock (or effective affidavits of loss in lieu thereof) after giving effect to the Paying Agent and (ii) instructions for use in effecting the Class A Conversion), excluding Certificates representing Treasury Shares or Dissenting Shares. Upon surrender of the Certificates (or effective affidavits of loss in lieu thereofA) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss lost Certificate in lieu thereof) form and substance reasonably satisfactory to the Paying Agent Surviving Corporation, and, if the Surviving Corporation shall request, the posting of a bond in accordance form and substance reasonably satisfactory to the Surviving Corporation), (B) a duly executed FIRPTA certificate substantially in the form of Exhibit B, and (C) a Release substantially in the form of Exhibit F hereto to the Surviving Corporation or to such other agent or agents as may be appointed by the Surviving Corporation, together with the terms of such letter of transmittala blank stock power, duly executed, and together with such other documents as may be reasonably required by the Surviving Corporation, the holder of such Certificate shall be entitled to receive from the Surviving Corporation in exchange therefor a check in for each share of Common Stock theretofore represented by the amount Certificate so surrendered (after giving effect to the Class A Conversion), the Adjusted Per Share Amount, without any required tax withholdings) of (x) interest thereon, less an amount equal to the Excess Common Stock Holdback, if any, divided by the number of Shares represented by such Certificate outstanding shares of Common Stock (or effective affidavit of loss in lieu thereofincluding Dissenting Shares, and after giving effect to the Class A Conversion). (ii) The Surviving Corporation shall distribute the Option Payment Amount at the Effective Time as set forth herein. At the Effective Time, the Stockholder Representative shall deliver to the Company a schedule setting forth (A) the Option Consideration into which each holder's Option shall have been converted, (B) the Per Share Reserve Holdback multiplied by the number of shares of Common Stock subject to such holder's Option (ythe "Option Reserve Holdback"), and (C) the Common Stock Merger difference between the Option Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered Option Reserve Holdback (the "Adjusted Option Consideration"). In no event shall forthwith the Adjusted Option Consideration payable to any holder of an Option be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of less than the Certificateswithholding tax with respect to such Option. In the event that the deduction of the Option Reserve Holdback from the Option Consideration would cause a transfer of ownership of Shares that is not registered reduction in the transfer records Option Consideration to an amount less than that permitted in the preceding sentence, the excess Option Reserve Holdback shall be allocated pro rata (including Dissenting Shares, and after giving effect to the Class A Conversion) to reduce the Adjusted Per Share Amount payble with respect to the shares of Common Stock (the amount of such reduction being hereinafter referred to as the "Excess Common Stock Holdback"). Upon receipt by the Company of such schedule, the Company shall pay to each holder of an Option, the Adjusted Option Consideration, net of any withholding taxes applicable to the Option Consideration into which such holder's Options shall have been converted (without consideration of amounts withheld for the Option Reserve Holdback). (iii) At the Effective Time, the Surviving Corporation shall distribute the Reserve Holdback to the Stockholder Representative from the Payment Fund to be held for the benefit of the CompanyStockholders and the holders of Options. At such time as the Stockholder Representative deems appropriate, a check for any cash to be paid upon due surrender the pro rata portion of the Certificate may Reserve Holdback withheld from each holder of the Common Stock and the Options shall be paid distributed to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableholders.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of Shares the Effective Time) of a Certificate or Certificates (i) a letter of transmittal specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent (or affidavits of loss and any required bond in accordance with Section 1.10) and shall contain such other customary provisions as Parent or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (which instructions shall include provisions for payment of the Merger Consideration to a person other than the person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to receipt of appropriate documentation and payment of any applicable taxes). Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) thereof together with any required bond in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofaccordance with Section 1.10) to the Paying Agent in accordance together with the terms of such a duly completed and validly executed letter of transmittal, duly executed, the holder holders of such Certificate Certificates formerly representing the Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on any deemed from and after the Effective Time, for all purposes, to evidence only the right to receive the applicable amount payable of Merger Consideration upon due such surrender. Promptly following the valid surrender of any such Certificates (or the Certificates. In delivery of an affidavit of loss and any required bond required pursuant to Section 1.10), the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Paying Agent shall deliver to the Paying Agentrecord holders thereof, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablewithout interest, the Merger Consideration.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as practicable after the Effective Time), but in no event later than three Business Days after the Effective Time, the Surviving Corporation Company shall cause the Paying Exchange Agent to mail to each holder record holder, as of record of Shares the Effective Time (ithe “Holders”), (A) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates held by any Holder representing Company Common Stock or Company Preferred Stock shall pass, pass only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such letter of transmittal to 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 in exchange for the Merger Consideration or the applicable Parent Preferred Stock, as the case may be, or, in the case of Book Entry Shares, the surrender of such shares, for payment of the Merger Consideration or the applicable Parent Preferred Stock therefor. (ii) Upon surrender by a Holder of the Company Common Stock to the Exchange Agent of any Certificate (or effective affidavits evidence of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationBook Entry Shares, as the case may be. Upon the surrender of applicable, for cancellation together with a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such duly executed letter of transmittal, duly executed, the holder of such Certificate Holder shall be entitled to receive in exchange therefor a check in the Merger Consideration that such holder is entitled to receive pursuant to this Article III (and the amount (after giving effect of cash in respect of any dividends or other distributions to any required tax withholdingswhich such holder is entitled pursuant to Section 3.2(b)(iv), if any) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate or Book Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate payment may be paid issued to such a transferee if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Parent and to evidence the Company that any applicable stock transfer taxes have such Tax has been paid or are is not applicable. (iii) Each holder of Series C Preferred Stock upon surrender of any Certificate or Book Entry Shares, as applicable, to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Parent 8.7% Preferred Stock into which the aggregate number of shares of Series C Preferred Stock previously represented by such Certificate or Book Entry Shares shall have been converted pursuant to this Agreement and the amount of cash in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(b)(iv), if any. Each holder of Series D Preferred Stock upon surrender of any Certificate or Book Entry Shares, as applicable, to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Parent 8.75% Preferred Stock into which the aggregate number of shares of Series D Preferred Stock previously represented by such Certificate or Book Entry Shares shall have been converted pursuant to this Agreement and the amount of cash in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(b)(iv), if any. (iv) No dividends or other distributions with respect to securities of the Parent Common Stock or the Parent Preferred Stock with a record date after the Closing Date shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, there shall be paid, without interest, to the Person in whose name the Parent Common Stock or Parent Preferred Stock, as applicable, has been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Closing Date previously paid or payable on the date of such surrender with respect to such Parent Common Stock or Parent Preferred Stock, as applicable, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Closing Date and prior to surrender and with a payment date subsequent to surrender payable with respect to such Parent Common Stock or Parent Preferred Stock, as applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second (2nd) Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares represented by Certificates whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (iA) a letter of transmittal specifying (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) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by and (y) the Common Stock Merger Consideration Consideration. As soon as reasonably practicable after the later to occur of (i) the Effective Time, and (ii) to the extent required by the Paying Agent, receipt of an “agent’s message” by the Paying Agent (or Preferred Stock such other evidence, if any, of transfer as the Paying Agent may reasonably request), Parent shall cause the Paying Agent to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for an amount in cash equal to the product of (x) the number of Shares that are represented by such holder’s Book-Entry Shares and (y) the Merger Consideration, as in each case, without such holder being required to deliver a Certificate or an executed letter of transmittal to the case may bePaying Agent, and the Certificate so surrendered such Book-Entry Shares shall forthwith then be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or cancellation of Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid payment of the Merger Consideration upon due surrender of the a Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying AgentAgent in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) The Paying Agent, the Company, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent (without duplication) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of applicable U.S. state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity within the time and in the manner required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Notwithstanding anything to the contrary, any compensatory amounts payable to any current or former employee of the Company or any of its Subsidiaries pursuant to or as contemplated by this Agreement shall be remitted to the applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, or, at the election of the Company, through a payroll agent, in either case subject to any required deductions or withholdings.

Payment Procedures. Promptly after (a) Parent shall instruct, and use its commercially reasonable efforts to cause, the Paying Agent to mail promptly following the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail within two Business Days thereafter) to each holder of record of Shares a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Series B Stock (collectively, the “Certificates”): (i) a letter of transmittal specifying in customary form and having such provisions as Parent and the Company shall reasonably agree before the Effective Time (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent, and shall be in such form and have such other provisions as the Paying Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for such holder’s applicable portion of the Common Stock Merger Consideration or Preferred Stock Merger Cash Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent (or receipt of an “agent’s message” by the Paying Agent (or any other evidence of transfer that the Paying Agent may reasonably request) in accordance the case of the transfer of Company Common Stock or Company Series B Stock held in book-entry form) together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions to the transmittal letter, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and for the Certificate the applicable portion of the Cash Consideration. Until so surrendered shall forthwith surrendered, outstanding Certificates will be cancelled. deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the applicable portion of the Cash Consideration. (b) No interest will be paid or accrued will accrue on any amount payable upon due surrender of the CertificatesCash Consideration. In the event of a transfer of ownership of Shares Company Common Stock or Company Series B Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender the applicable portion of the Certificate may Cash Consideration shall be paid payable to such a transferee if the Certificate formerly representing such Shares Company Common Stock or Company Series B Stock is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration and (y) to each holder of a Company Stock Option or Preferred a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Merger Consideration, as the case may be. Option or Performance Share. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any provision of U.S. state or local 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 or holder of the Company Stock Options or Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were cancelled in the Merger pursuant to Section 2.1(c) the following documents: (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Payment Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Parent 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 Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares Company Common Stock is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of shares of Company Common Stock or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly after the Effective Time (i) As soon as reasonably practicable (and in any event no later than five business days within 3 Business Days) after the Effective Time), to the extent not previously delivered, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) whose Shares were converted into the Per Share Merger Consideration pursuant to Section 1.1, a letter of transmittal specifying (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the Closing. The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof as provided in Section 1.3(h)) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may agree. The Letter of Transmittal shall be accompanied by 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 applicable Per Share Merger Consideration. (ii) As soon as reasonably practicable after the date of delivery (or, if later, after the Effective Time) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof as provided in Section 1.3(h)) to or Book-Entry Shares (or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, or such other evidence, if any, of transfer as the Paying Agent in accordance may reasonably request), together with the terms a properly completed and duly executed Letter of such letter of transmittal, duly executedTransmittal and any other documentation required hereby, the holder of record of such Certificate (or effective affidavit of loss in lieu thereof as provided in Section 1.3(h)) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such holder’s properly surrendered Certificate (or effective affidavit of loss in lieu thereofthereof as provided in Section 1.3(h)) multiplied by or Book-Entry Shares and (y) the Common Stock Per Share Merger Consideration (less any required withholding of Taxes). The foregoing payment shall be made via check or Preferred Stock Merger Considerationwire transfer of immediately available funds, at each such holder’s election as specified in the case may be, and the Certificate so surrendered shall forthwith be cancelledLetter of Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Per Share Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share.

Payment Procedures. Promptly after the Effective Time (and Time, but in any no event no later than five the fifth business days after day following the Effective Time), the Surviving Corporation Amalgamated Company shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of 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 effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificates. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check payment in the amount of the Amalgamation Consideration for each Share formerly represented thereby (after giving effect to any required tax withholdings) of (x) the number of Shares represented by to which such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beholder is entitled, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records share register of the Company, a check for any cash the Amalgamation Consideration to be paid upon due surrender of the Certificate therefor may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any payment is to be made to a Person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of such payment that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of Parent or the Paying Agent that such tax has been paid or are is not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent (or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares to the Paying Agent on a book-entry account statement (it being understood that any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of Shares)), the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. (i) Promptly after the Effective Time (and in any event no not later than five business days after the second Business Day following the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail be mailed to each holder record holder, as of record the Effective Time, of Shares (ithat have converted pursuant to Section 3.1(a) into the right to receive the applicable Merger Consideration with respect thereto a letter of transmittal specifying in customary form containing instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares (the “Letter of Transmittal”). The Letter of Transmittal shall specify that delivery of Shares shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares with respect to such Shares to the Paying Agent. (or effective affidavits of loss in lieu thereofii) Upon surrender to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit representing any Shares that have been converted in the right to receive Merger Consideration pursuant to Section 3.1(a), together with a Letter of loss in lieu thereof) to the Paying Agent Transmittal, duly completed and validly executed in accordance with the terms of such letter of transmittalinstructions thereto, duly executed, Parent shall cause the Paying Agent to deliver to the record holder of such Certificate a check or wire transfer for the amount of applicable Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be canceled. (iii) Upon receipt by Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to any Book-Entry Shares representing any Shares that have been converted in the right to receive Merger Consideration pursuant to Section 3.1(a), Parent shall cause the Paying Agent to deliver to the record holder of such Book‑Entry Shares a check or wire transfer for the amount of Merger Consideration that such record holder is entitled to receive in exchange therefor a check in the amount (after giving effect pursuant to any required tax withholdingsSection 3.1(a) of (x) the number this Agreement in respect of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook‑Entry Shares, and the Certificate so surrendered such Book‑Entry Shares shall forthwith then be cancelled. canceled. (iv) No interest will shall be paid or accrued on any amount the cash payable upon due the surrender or transfer of the Certificatesany Certificate or Book-Entry Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or if payment of the Merger Consideration is to be made to a check Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book‑Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any cash transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate or Book‑Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Paying Agent that such tax either has been paid or is not applicable. (v) Promptly after the Effective Time, and in any event, not later than the first Business Day after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation an amount, in cash, sufficient to make all payments pursuant to Section 3.3, and Parent shall cause, promptly after the receipt of such payment by the Surviving Corporation, and in any event no later than ten Business Days following the Closing Date, each RSU Holder to be paid upon due surrender through a payroll or other appropriate account of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Surviving Corporation or any its Affiliates an amount equal to the Paying AgentRSU Merger Consideration, accompanied by all documents required to evidence and effect such transfer and to evidence that less withholdings for any applicable stock transfer taxes have been paid or are Taxes. (vi) Promptly after the Effective Time, and in any event, not applicablelater than the first Business Day after the Effective Time, the Paying Agent shall pay to each holder of any Warrants an amount equal to: (A) the Warrant Merger Consideration; multiplied by (B) the number of Warrants held by such holder.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), but in no event more than five (5) Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation shall to, cause the Paying Agent to mail deliver to each holder record holder, as of record of immediately prior to the Effective Time, (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented Shares (ithe “Certificates”) or (B) Shares represented by book-entry (“Book- Entry Shares”), a letter of transmittal specifying (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and (iiwhich 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 (or effective affidavits of loss or, in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon of Book-Entry Shares, the surrender of a Certificate such shares, for payment of the Merger Consideration. (or effective affidavit of loss in lieu thereofii) Upon surrender to the Paying Agent in accordance with of a Certificate or Book-Entry Shares, delivery of a duly completed and validly executed Letter of Transmittal, and such other customary documents as may be reasonably required by the terms of such letter of transmittal, duly executedPaying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor a check the Merger Consideration payable in the amount (after giving effect to any required tax withholdings) respect of (x) the number of Shares represented shares formerly evidenced by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledsuch Book-Entry Share. No interest will shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or on any amount unpaid dividends and other distributions payable upon due surrender in respect of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records If payment of the Company, a check for any cash Merger Consideration is to be made to a Person other than the record holder of such Shares, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid upon due surrender any transfer and other Taxes required by reason of the Certificate may be paid payment of the Merger Consideration to a Person other than the registered holder of such a transferee if the Certificate formerly representing such Shares is presented shares surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of such Shares, subject to the Surviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.

Payment Procedures. (a) Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Buyer shall cause the Paying Agent exchange agent selected by Buyer (the "Exchange Agent") to mail to each holder the former shareholders of record Seller and former holders of Shares Seller Rights appropriate transmittal materials (i) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of Certificates (such certificates or effective affidavits of loss in lieu thereof) other instruments to the Paying Agent and (ii) instructions for use in effecting the surrender Exchange Agent). The certificate or certificates of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Seller Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate instruments representing Seller Rights so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of duly endorsed as the CertificatesExchange Agent may reasonably require. In the event of a transfer of ownership of Shares shares of Seller Common Stock represented by certificates that is not registered in the transfer records of Seller, the Company, a check Merger Consideration payable for any cash to be paid upon due surrender of the Certificate such shares as provided in Section 3.1 may be paid issued to such a transferee if the Certificate formerly certificates representing such Shares is presented shares are delivered to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right 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 the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. (b) After the Effective Time, each holder of shares of Seller Common Stock (other than Excluded Shares) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, without interest, pursuant to this Section 4.1. Buyer shall not be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger until such holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 4. 1. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any Seller Entity, nor the Exchange Agent shall be liable to any holder of Seller Common Stock or to any holder of Seller Rights for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) Each of Buyer and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Seller Common Stock and Seller Rights such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law or by any Taxing Authority or Governmental Authority. To the extent that any amounts are not applicableso withheld by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Seller Common Stock or Seller Rights, as applicable in respect of which such deduction and withholding was made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be. (d) Adoption of this Agreement by the shareholders of Seller shall constitute ratification of the appointment of the Exchange Agent.

Payment Procedures. Promptly after The Company shall prepare a transmittal form (the Effective Time (and in “Letter of Transmittal”) which shall have been approved by Parent prior to distribution to any event no later than five business days after holder of Shares, advising such holders of the Effective Time), the Surviving Corporation shall cause procedure for surrendering to the Paying Agent to mail Certificates and Book-Entry Shares in exchange for the Per Share Merger Consideration payable with respect to each holder such Share. The Letter of record of Shares (i) a letter of transmittal specifying Transmittal shall provide, among other things, that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Per Share Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as reasonably may be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall forthwith will be cancelledcancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event no later than five business days after the Effective Timewithin three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Applicable Company Shares (iother than Excluded Shares and Dissenting Shares) (A) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent 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 effective affidavits of loss in lieu thereof) in exchange for the Per Common Stock Share Merger Consideration or Per Preferred Stock Share Merger Consideration, as and if applicable, to which the case may beholder thereof is entitled. Upon the surrender of a any Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check an amount of cash in the amount (after giving effect immediately available funds equal to any required tax withholdings) of (x) with respect to Certificates representing Common Shares: (1) the number of Common Shares represented by such Certificate (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Per Common Stock Share Merger Consideration (less any required Tax withholdings as provided in Section 2.2(h)) and (y) if the Charter Amendment becomes effective in accordance with Section 2.3, with respect to Certificates representing Preferred Shares: (1) the number of Preferred Shares represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Preferred Stock Share Merger Consideration, Consideration (less any required Tax withholdings as the case may beprovided in Section 2.2(h)), and in each case the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Applicable Company Shares that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any cash to be paid upon due surrender transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable stock transfer taxes have Tax has been paid or are is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.2.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second (2nd) Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1 (iA) a letter of transmittal specifying (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) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree prior to the Closing), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (xA) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by and (yB) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled(less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof). In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) The Paying Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Law relating to Taxes with respect to the making of such payment. To the extent that amounts are so deducted or withheld and paid over to the applicable taxing authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Payment Procedures. Promptly A. As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second Business Day following the Closing Date, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail to each holder of record of Vowel Shares whose Vowel Shares were converted into the Vowel Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall, among other things, specify that delivery shall be effected, and risk of loss and title to Vowel Certificates shall pass, only upon delivery of Vowel Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Exchange Agent, the posting by the holder of such Vowel Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares to the Paying Exchange Agent and shall be in such form and have such other provisions as Holdco may reasonably prescribe), and (iiB) instructions for use in effecting the surrender of the Vowel Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Exchange Agent, the posting by the holder of such Vowel Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Vowel Consideration, as the case may be. . B. Upon the surrender of a Certificate Vowel Certificates (or effective affidavit affidavits of loss in lieu thereofthereof and, if required by the Exchange Agent, the posting by the holder of such Vowel Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares to the Paying Exchange Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificate Vowel Certificates or Vowel Book-Entry Shares shall be entitled to receive in exchange therefor therefor, a certificate for Holdco Shares and/or a check or wire transfer and a CVR to the extent and in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by which such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case holder may be, and the Certificate so surrendered shall forthwith be cancelledentitled pursuant to this Article II. No interest will be paid or accrued on any amount payable upon due surrender of Vowel Certificates (or effective affidavits of loss in lieu thereof and, if required by the Certificates. In Exchange Agent, the event posting by the holder of such Vowel Certificate of a transfer bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares. C. As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, Holdco shall instruct the Exchange Agent to deliver to each holder of ownership record of Consonant Shares whose Consonant Shares were converted into the Consonant Consideration pursuant to Section 2.2, upon receipt of such holder’s Consonant Certificates evidencing such Consonant Shares (or effective affidavits of loss in lieu thereof and, if required by the Exchange Agent, the posting by the holder of such Consonant Certificate of a bond in customary amount as indemnity against any claim that is not registered may be made against it with respect to such Consonant Certificate), (A) a certificate for Holdco Shares and/or a check or wire transfer, to the extent and in the transfer records amount to which such holder may be entitled pursuant to this Article II, and (B) a Holdco Warrant to subscribe for the number of Holdco Shares to the Company, a check for any cash extent to which such holder may be entitled to purchase pursuant to Article II. No interest will be paid or accrued on any amount payable upon due surrender of such Consonant Certificates (or effective affidavits of loss in lieu thereof and, if required by the Exchange Agent, the posting by the holder of such Consonant Certificate of a bond in customary amount as indemnity against any claim that may be paid made against it with respect to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableConsonant Certificate).

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder of record record, as of the Effective Time, of a certificate or certificates that immediately prior to the Effective Time represented outstanding Common Shares (ithe "Certificates") or non-certificated outstanding Common Shares represented by book-entry ("Book-Entry Shares"), (A) a letter of transmittal specifying in customary form (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 Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as . The form of the case may be. letter of transmittal and instructions shall be reasonably agreed upon by Parent and the Company. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with a letter of transmittal duly completed and validly executed in accordance with the terms of instructions thereto, and such letter of transmittal, duly executedother documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, and the Paying Agent shall promptly distribute to such holder, a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Common Shares represented by such Certificate holder's properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid. (iii) Notwithstanding any other provision in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any holder of Shares such amounts as are required to be withheld or deducted under the Code or any provision of any applicable Law relating to Taxes with respect to the making of such payment. To the extent that any amounts are so withheld or deducted, such withheld or deducted amounts shall be paid or are not applicableover to the applicable Governmental Entity in accordance with applicable Law and treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented the outstanding Shares converted into the right to receive the Merger Consideration, (i) a letter of transmittal specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereofthereof and any required bond in accordance with SECTION 1.10) to the Paying Agent and shall contain such other provisions as Parent or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (which instructions shall include provisions for payment of the Merger Consideration to a person other than the person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to receipt of appropriate documentation and payment of any applicable taxes). Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) thereof together with any required bond in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofaccordance with SECTION 1.10) to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates formerly representing the Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on any amount payable upon due deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the Merger Consideration. Promptly following surrender of any such Certificates, the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Paying Agent shall deliver to the Paying Agentrecord holders thereof, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablewithout interest, the Merger Consideration.

Payment Procedures. (i) Promptly after the Effective Time (and in any event but no later than five business days two (2) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to will mail to each holder of record of Shares a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time (ia "Certificate") and to each holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time ("Book-Entry Shares"), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii): (1) a letter of transmittal specifying transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares to the Paying 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 the such Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationwith respect to such shares. (ii) Upon surrender to, as and acceptance in accordance with Section 2.02(b)(iii) by, the case may be. Upon the surrender Paying Agent of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executedBook-Entry Share, the holder of such Certificate shall thereof will be entitled to receive the Merger Consideration payable in exchange therefor a check in the amount (after giving effect to any required tax withholdings) respect of (x) the number of Shares shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share surrendered under this Agreement. (iii) The Paying Agent will accept Certificates or effective affidavit Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange of loss the Certificates and Book-Entry Shares in lieu thereofaccordance with customary exchange practices. (iv) multiplied by (y) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Preferred Stock Book-Entry Share is registered, no Merger ConsiderationConsideration may be paid in exchange for such surrendered Certificate or Book-Entry Share, as the case may be, and unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall forthwith (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be cancelleddeemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a)(ii). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares on any amount the Merger Consideration payable upon due surrender in respect of the Certificates. In the event shares of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied Company Common Stock represented by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid Certificates or are not applicableBook-Entry Shares.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as practicable after the Effective Time), the Surviving Corporation Buyer shall deliver or cause the Paying Agent to mail deliver to each holder record holder, as of record immediately prior to the Effective Time, of Shares (i) a Certificate, as set forth in the Determination Certificate, a customary letter of transmittal specifying (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and (iiwhich shall be in a customary form and agreed to by Buyer and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates Certificates, for payment of such holder’s share of the Closing Consideration in accordance with this Article 2. (or effective affidavits of loss in lieu thereofii) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent of a Certificate, together with the Letter of Transmittal, duly completed and validly executed in accordance with the terms of instructions thereto, and such letter of transmittal, duly executedother customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check the Per Share Closing Consideration (less such Shareholder’s pro rata portion (in the amount (after giving effect to any required tax withholdingsaccordance with their Percentage Ownership) of (xthe Indemnification Escrow Amount and the Holdback Amount) the number of Shares for each share formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the such Certificate so surrendered shall forthwith then be cancelled. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any amount the Closing Consideration payable upon due surrender in respect of the Certificates. In Until surrendered as contemplated by this Section 2.4(b)(ii) each Certificate shall be deemed at any time after the event Effective Time to represent only the right to receive upon such surrender the Closing Consideration as contemplated by this Article 2. (iii) Promptly after the Effective Time, the holder of a transfer of ownership of Shares that is not registered each Vested Option shall be entitled to receive in exchange therefor the transfer records Per Share Vested Option Consideration (less such Stock Option Holder’s pro rata portion (in accordance with their Percentage Ownership) of the CompanyIndemnification Escrow Amount and the Holdback Amount and less any applicable withholding tax). Each Vested Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive Per Share Vested Option Consideration as contemplated by this Article 2. (iv) Promptly after the Effective Time, a check for any cash the holder of each Accelerated Option shall be entitled to be paid upon due surrender receive in exchange therefor the Per Share Accelerated Option Consideration (less such Stock Option Holder’s pro rata portion (in accordance with their Percentage Ownership) of the Certificate may be paid to such a transferee if Indemnification Escrow Amount and the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence Holdback Amount and effect such transfer and to evidence that less any applicable stock transfer taxes have been paid or are not applicablewithholding tax). Each Accelerated Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive Per Share Accelerated Option Consideration as contemplated by this Article 2.

Payment Procedures. Promptly after On the Effective Time Closing Date (or at such later date when a Common Shareholder surrenders its Stock Certificate and in any event no later than five business days after the Effective TimeBook-Entry Shares, as applicable, and delivers his, her or its LT), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying 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) surrender by such Common Shareholder to the Paying Agent and (iiof its Stock Certificate(s) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationBook-Entry Shares, as the case may be. Upon the surrender of applicable, and a Certificate (or effective affidavit of loss in lieu thereof) to duly executed LT, the Paying Agent will pay within three Business Days to each such Common Shareholder, by wire transfer of immediately available funds to the account of such Common Shareholder specified in the LT, such Common Shareholder’s Pro Rata Portion of the Share Consideration (as determined in accordance with Section 1.8 and Section 2.1(c)). Until so surrendered, each Stock Certificate or Book-Entry Share, as applicable, will be deemed, for all corporate purposes, to evidence only the terms of right to receive upon such letter of transmittal, duly executedsurrender, the holder of Share Consideration deliverable in respect thereof to which such Certificate shall be Person is entitled pursuant to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledthis Article II. No interest will be paid or accrued on in respect of such cash payments. The Paying Agent will provide Buyer a copy of each duly executed LT, including such Common Shareholder’s Stock Certificate or Book-Entry Share, as applicable, within three Business Days of receipt from such Common Shareholder. If the Share Consideration (or any amount payable upon due surrender portion thereof) is to be delivered to a Person other than the Person in whose name the Stock Certificates or Book-Entry Shares, as applicable, surrendered in exchange therefor are registered, it will be a condition to the payment of such portion of the Certificates. In Share Consideration that the event of a Stock Certificates or Book-Entry Shares, as applicable, so surrendered are properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer of ownership of Shares and that is not registered in the Person requesting such transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented pay to the Paying Agent, accompanied Agent any transfer or other Taxes payable by all documents required reason of the foregoing or establish to evidence and effect the reasonable satisfaction of the Paying Agent that such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicablerequired to be paid. In the event any Stock Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Stock Certificate, the portion of the Share Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, that the Person to whom such portion of the Share Consideration is paid will, as a condition precedent to the payment thereof, indemnify the Paying Agent, Buyer, Merger Sub, the Company (including the Surviving Corporation after the Effective Time) and any of their respective Affiliates in a manner reasonably satisfactory to them against any claim that may be made against the Paying Agent, Buyer, Merger Sub or the Company (including the Surviving Corporation after the Effective Time) and any of their respective Affiliates with respect to the Stock Certificate, claimed to have been lost, stolen or destroyed.

Payment Procedures. Promptly after 6 6.01 Prior to Substantial Completion, NEI shall issue monthly Applications for Payment based upon the Effective Time progress of the Project, which shall be accompanied by a certification as to the Work completed to date by a representative of NEI carrying a Professional Engineer designation. Each progress payment will be made in an amount as set forth in the applicable Application for Payment. Such amount shall be equal to (and in a) the total Contract Price (Contract Price as adjusted for any event no later than five business days after the Effective TimeChange Orders), multiplied by (b) the Surviving Corporation shall cause percentage of completion of the Paying Agent to mail to each holder Work (based upon the Schedule of record Values), less (c) the sum of Shares (i) a letter of transmittal specifying that delivery shall be effectedthe applicable Down Payment credit, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender aggregate of all previous payments made to date (if any), and (iii) the Retainage of the Certificates (or effective affidavits current application amount. OWNER shall pay the amount set forth in the Application for Payment as follows: A. OWNER will accept the Application if, within fifteen days of loss receipt of each Application for Payment, OWNER does not return the Application to NEI indicating in lieu thereof) writing its reasons for refusing to accept the Application, in exchange for which case NEI shall make the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as necessary corrections and resubmit the case may beApplication. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms OWNER’s acceptance of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in Application the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, will become due and the Certificate so surrendered shall forthwith be cancelled. No interest when due will be paid by OWNER to NEI. B. If OWNER refuses to make payment of the full amount requested by NEI, OWNER must give NEI immediate written notice stating the reasons for such action and promptly pay NEI any amount remaining after deduction of the amount withheld. OWNER shall promptly pay NEI the amount withheld or accrued any adjustment thereto agreed to when NEI remedies the reason for such action. C. Upon a subsequent determination that OWNER’s refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due and subject to interest as provided in the Agreement. All monies not paid when due shall bear interest at the rate of eighteen percent (18%) per annum. If it is determined that OWNER incorrectly withheld payment of any disputed payment, then such payment shall bear interest from the date such payment would have otherwise been due until the date actually paid to NEI. 6.02 Upon Substantial Completion, NEI will submit an Application for Payment in an amount sufficient to increase total payments to NEI to equal one hundred percent (100%) of the total contract price (Contract Price as adjusted for any Change Orders), less Retainage. If the Work would be Substantially Complete but for the Work that is outside of the control of NEI, but within the control of the OWNER or OWNER’s subcontractors, the Work will be deemed Substantially Complete for payment purposes. 6.03 After NEI has completed all Punch List Items, NEI may make application for final payment following the procedure for progress payments. NEI may make application for final payment on any amount payable upon due surrender portion of the Certificates. In the event of a transfer of ownership of Shares Work that is not registered in partially utilized by the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableOWNER.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)fifth Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent shall reasonably require), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof and, if required by the CertificatesPaying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after following the Effective Time (and but in any no event no later than five business days after the Effective Time(5) Business Days thereafter), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Common Shares (other than Cancelled Company Common Shares) (i) a letter of transmittal specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) the Book-Entry Shares to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article II. Upon the (i) surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holder holders of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article II, and the Certificate Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be cancelled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on any amount the Merger Consideration payable upon due the surrender of the Certificates. In the event of a such Certificates or transfer of ownership of Book-Entry Shares that is not registered pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented respect thereof pursuant to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableprovisions of this Article II.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than five business days after the Effective Time)fifth Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares (including Restricted Shares) whose Shares were converted into the Merger Consideration pursuant to Section 1.08, (i) a letter of transmittal specifying (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 (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check cash in the an amount (after giving effect equal to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledpayable in exchange therefor. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Notwithstanding anything in this Agreement to the contrary, each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold, or to cause to be deducted or withheld, from the consideration otherwise payable under this Agreement to any holder of Shares (including, for the avoidance of doubt, Restricted Shares), such amounts as may be required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any applicable 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 or Regulatory Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, in respect of which such deduction or withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (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 otherwise shall be in such form and have such other provisions as Parent and the Company may mutually agree) (iiprovided that if the Paying Agent does not customarily require a letter of transmittal with respect to book-entry shares, no letter of transmittal shall be required to be mailed to such holders), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or delivery of an “agent’s message” in respect of Book-Entry Shares to the Paying Agent together with such letter of transmittal (if required), duly completed and validly executed in accordance with the terms of instructions thereto, and such letter of transmittal, duly executedother documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check an amount in cash in U.S. dollars equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares formerly represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, subject to all required Tax withholding as the case may be, and the Certificate so surrendered shall forthwith be cancelledprovided in Section 2.2(b)(iii). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event that any transfer or other similar Taxes become payable by reason of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for or otherwise because of the payment of the Merger Consideration in any name other than that of the registered holder, cash in U.S. dollars to be paid upon due surrender of the Certificate may be paid to the holder or transferee with respect to such a transferee Shares if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes such Taxes have been paid or are not applicable. (iii) Each of the Paying Agent, the Company and the Surviving Corporation (without duplication) shall be entitled to deduct and withhold from amounts otherwise payable under this Agreement, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or non-U.S. 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 person in respect of which such deduction and withholding was made.

Payment Procedures. Promptly after the Effective Time (and As promptly as practicable, but in any no event no later than five business days three (3) Business Days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record shares of Shares Company Common Stock immediately prior to the Effective Time, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.8(a): (ia) a letter of transmittal specifying in customary form as reasonably agreed to by the Company and Parent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent); and (iib) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Paying Agent may reasonably require, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor a check in the amount (after giving effect to any required tax withholdings) for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit in the form of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationa check, as the case may beto be promptly mailed, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In the event of a transfer of ownership of Shares that Merger Consideration is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence reasonable satisfaction of Parent that any applicable stock transfer taxes such Taxes are not payable. Subject to Section 2.10 hereof, the Merger Consideration paid in accordance with the terms of this Article 2 shall be deemed to have been paid or are not applicablein full satisfaction of all rights pertaining to the Company Common Stock represented thereby.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the fifth Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares (itogether with associated Rights) were converted into the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Paying Agent and Merger Consideration. (ii) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the an amount (after giving effect to any required tax Tax withholdings) equal to the product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder of record record, as of the Effective Time, of a certificate or certificates that immediately prior to the Effective Time represented outstanding Common Shares (ithe “Certificates”) or non-certificated outstanding Common Shares represented by book-entry (“Book-Entry Shares”), (A) a letter of transmittal specifying in customary form (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 Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as . The form of the case may be. letter of transmittal and instructions shall be reasonably agreed upon by Parent and the Company. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with a letter of transmittal duly completed and validly executed in accordance with the terms of instructions thereto, and such letter of transmittal, duly executedother documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, and the Paying Agent shall promptly distribute to such holder, a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Common Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid. (iii) Notwithstanding any other provision in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any holder of Shares such amounts as are required to be withheld or deducted under the Code or any provision of any applicable Law relating to Taxes with respect to the making of such payment. To the extent that any amounts are so withheld or deducted, such withheld or deducted amounts shall be paid or are not applicableover to the applicable Governmental Entity in accordance with applicable Law and treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Payment Procedures. Promptly after As promptly as practicable following the Effective Time (and Time, but in any event no later than within five business days after following the Effective Time)Closing Date, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail (i) to each holder of record (as of Shares immediately prior to the Effective Time) of shares of Company Common Stock represented by Certificates (iA) a letter of transmittal specifying in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II and (ii) to each holder of Uncertificated Shares, a notice that the Merger has become effective. Each holder of shares of Company Common Stock represented by a Certificate that have been converted into the right to receive the Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor a check in the amount (after giving effect to any required tax withholdings) respect of (x) the number such shares of Shares Company Common Stock represented by a Certificate, upon surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such Certificate (other documents as may reasonably be requested by the Payment Agent. Until so surrendered or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationtransferred, as the case may be, and each such Certificate shall represent after the Certificate so surrendered shall forthwith be cancelledEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender or transfer of such Certificate. Payment of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash Merger Consideration to be paid upon due surrender in consideration therefore, to which such holders are entitled pursuant to the terms of this Agreement with respect to Uncertificated Shares shall be made promptly following the Effective Time without any action on the part of the Certificate may person in whose name such Company Book-Entry Shares are registered. Payment of the cash amounts to be made to holders of Company Compensatory Awards, as contemplated to be paid pursuant to Section 2.7(d), shall be made by the Paying Agent to UBS Financial Services, LLC as custodian for the Company Compensatory Awards promptly following the Effective Time without any action on the part of such a transferee if holders of Company Compensatory Awards or in such other manner as the Certificate formerly representing such Shares is presented Company and Parent shall reasonably agree prior to Closing. Notwithstanding anything in this Agreement to the Paying Agentcontrary, accompanied by all documents required the Company may, at its option, fund the cash amounts to evidence be paid at the Closing to the holders of Company Compensatory Awards (such amounts, “Escrowed Compensatory Payments”), to UBS or a third party escrow agent, no more than three (3) Business Days prior to Closing, to be held in trust for and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableautomatically released to, the holders of the Company Compensatory Awards promptly following the Effective Time.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of PhotoWorks Common Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent (or, if such PhotoWorks Common Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares to the Paying Agent on a book-entry account statement (it being understood that any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of PhotoWorks Common Shares)), the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article IV, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of PhotoWorks Common Shares that is not registered in the transfer records of the CompanyPhotoWorks, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second (2nd) Business Day following the Effective Time), Parent and the Surviving Corporation Company shall cause the Paying Agent to mail (x) to each holder of record of Shares (i) whose Shares were converted into the Merger Consideration or Preference Merger Consideration pursuant to Section 3.1, a letter of transmittal specifying that delivery shall be effected, and risk accompanying instructions for use in effecting the surrender of Certificates if any (or effective affidavits of loss and title any indemnity required by Section 3.2(g) in lieu thereof, as applicable) and claiming payment of the Merger Consideration or Preference Merger Consideration, as applicable, and (y) to each holder of a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 3.3 in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon the return of the letter of transmittal to the Paying Agent, duly completed and validly executed in accordance with the instructions thereto and accompanied by any outstanding Certificates shall pass(or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof) (if applicable) together with such other documents as may reasonably be required by the Paying Agent, only upon delivery the holder of Shares will be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) to and/or the Paying Agent and (ii) instructions for use in effecting holder’s Book-Entry Shares that were cancelled at the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) Effective Time multiplied by (y) the Common Stock Merger Consideration or Preferred Stock the Preference Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledappropriate. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatespayable. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee at the sole discretion of the Paying Agent if the all appropriate documents required to evidence and effect such transfer (and any Certificate formerly representing such Shares is Shares) are presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock share transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.2, for the avoidance of doubt each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the applicable Merger Consideration or Preference Merger Consideration in accordance with this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Code or any provision of U.S. federal, U.S. state, U.S. local or non-U.S. 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 Taxing Authority, such withheld or deducted amounts are treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after Prior to the Effective Time (and in any event no later than five business days after the Effective Time)Closing, the Surviving Corporation EUSA shall cause the Paying Agent to mail to each holder of record of Shares (i) provide a letter of transmittal specifying in form and substance reasonably acceptable to the Buyer (which shall specify, among other matters, that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereoflost certificate affidavits) to the Buyer or Surviving Corporation, provide for the appointment of the Stockholders’ Representatives as contemplated herein, and include a release of claims as equityholders and a joinder, in each case, on substantially the same terms set forth in the Stockholder Agreement) (the “Letter of Transmittal”) and other relevant materials to each Participant. Upon surrender of certificate(s) that immediately prior to the Merger Effective Time represented shares of Capital Stock (each such certificate, a “Certificate”) for cancellation to the Paying Agent Agent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the terms of instructions (and such letter of transmittal, duly executedother customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect applicable Merger Consideration with respect to any required tax withholdings) each share of (x) the number of Shares represented Capital Stock evidenced by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will Upon return of a duly completed and validly executed Letter of Transmittal, each Participant who is eligible to receive Option Consideration in respect of EUSA Options or Warrant Consideration in respect of EUSA Warrants shall be paid entitled to receive in exchange therefor the applicable Option Consideration or accrued on Warrant Consideration with respect to such EUSA Option or EUSA Warrant and shall not be required to deliver any amount payable upon due surrender Certificates in respect of the Certificatessuch EUSA Option or EUSA Warrant. In the event of a transfer of ownership of Shares shares of Capital Stock that is not registered in the transfer records of the EUSA Company, the proper amount of cash may be paid in exchange therefor to a check Person other than the Person in whose name the Certificate so surrendered is registered if: (a) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer; (b) the Person requesting such payment shall certify that the rights in respect of the relevant Certificates were transferred to it prior to the Merger Effective Time; and (c) the Person requesting such payment shall pay any cash transfer and other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Buyer that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration with respect to each share of Capital Stock evidenced by such Certificate. If a Letter of Transmittal is delivered, and, if applicable, a Certificate is properly surrendered, to the Paying Agent not later than five (5) Business Days prior to the Closing Date, then the Buyer shall cause: (i) the applicable Merger Consideration payable to Participants pursuant to Section 2.3(a)(i)(A); and (ii) the applicable Option Consideration and Warrant Consideration payable pursuant to Sections 2.3(b)(i) and 2.3(c)(i), respectively, to be paid upon due surrender by the Paying Agent or the payroll agent, as applicable, in immediately available funds to the applicable Participant as soon as practicable after the Merger Effective Time. If a Letter of the Transmittal is delivered and, if applicable, a Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented properly surrendered to the Paying AgentAgent following the Closing, accompanied by all documents required then the Buyer shall cause: (A) the applicable Merger Consideration payable to evidence Participants pursuant to Section 2.3(a)(i)(A); and effect (B) the applicable Option Consideration and Warrant Consideration payable pursuant to Sections 2.3(b)(i) and 2.3(c)(i), respectively, to the applicable Participant in immediately available funds within three (3) Business Days after such transfer and to evidence that any applicable stock transfer taxes have been paid or are not delivery and, if applicable, surrender.