Common use of Procedure for Payment Clause in Contracts

Procedure for Payment. (a) Immediately after the Effective Time, (A) Purchaser will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and (B) Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitled. (b) Purchaser will not pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. (c) Purchaser may cause the Exchange Agent to return any shares of Purchaser Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock shall be entitled to look to Purchaser (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after the Effective Time, (A) Purchaser MOLI will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 Interwest Transfer Company (the "EXCHANGE AGENTExchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal the 18,823,288 MOLI Shares to be issued to non-dissenting CO-OP Stockholders pursuant to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) Ratio, and (B) Purchaser MOLI will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B to each record holder of outstanding shares of Company Common Stock CO-OP Shares for the holder to use in surrendering the certificates certificate(s) which represented his his, her, or its shares of Company Common Stock (the "CERTIFICATES") CO-OP Shares in exchange for a certificate one or more certificates representing the number of shares of Purchaser Common Stock MOLI Shares to which he he, she, or it is entitled. The MOLI Shares issued in the Merger to the CO-OP Stockholders shall be, when issued, fully paid and non-assessable, and shall be issued in reliance on exemptions from registration under the Securities Act and state securities laws, and will be "restricted securities" within the meaning of Rule 144 adopted under the Securities Act. (bii) Purchaser MOLI will not pay any other dividend or make any other distribution on shares of Purchaser Common Stock MOLI Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock CO-OP Shares until the holder surrenders for exchange his his, her, or its certificates which that represented shares of Company Common StockCO-OP Shares. Purchaser Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. In no event will any holder of outstanding CO-OP Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. (ciii) Purchaser MOLI may cause the Exchange Agent to return any shares of Purchaser Common Stock MOLI Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock CO-OP Shares shall be entitled to look to Purchaser MOLI (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock the MOLI Shares and dividends and distributions thereon to which he he, she, or it is claims to be entitled upon surrender of his his, her, or its certificates. (d) The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after the Effective Time, (A) Purchaser SANZ will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) a jumbo stock certificate representing that the aggregate number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of SANZ Shares issuable in exchange for outstanding shares of Company Common Stock ITIS Shares (other than any Dissenting Shares and shares owned by PurchaserShares) and (B) Purchaser will cause the Exchange Agent to will mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B – 1 (with respect to Common Shares) or B-2 (with respect to Preferred Shares) to each record holder of outstanding shares of Company Common Stock ITIS Shares for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") ITIS Shares in exchange for a certificate representing the number of shares of Purchaser Common Stock SANZ Shares to which he or it is entitled. (bii) Purchaser SANZ will not pay any dividend or make any distribution on shares of Purchaser Common Stock SANZ Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock ITIS Shares until the holder surrenders for exchange his or its certificates which represented shares of Company Common StockITIS Shares. Purchaser SANZ instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange.. SANZ may cause the Exchange Agent to pay over to SANZ any net earnings with respect to the investments, and SANZ will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding ITIS Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. 5 (ciii) Purchaser SANZ may cause the Exchange Agent to return any shares of Purchaser Common Stock SANZ Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock ITIS Shares shall be entitled to look solely to Purchaser SANZ (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock SANZ Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after At the Effective TimeClosing, (A) Purchaser AAC will furnish cause to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 be furnished to the Exchange Agent a corpus (the "EXCHANGE AGENTExchange Fund") a stock certificate (issued consisting of cash sufficient in the name of aggregate for the Exchange Agent or its nominee) representing that number to make full payment of shares the cash portion of Purchaser Common Stock equal the Merger Consideration to the product holders of (I) all of the Conversion Ratio TIMES (II) the number of issued and outstanding shares of Company Common Stock (other than any Dissenting Shares and shares AAC-owned by Purchaser) and (B) Purchaser Shares). Immediately after the Effective Time, the Company will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of issued and outstanding shares of Company Common Stock for who did not make a timely and valid Stock Election in order to permit the Exchange Agent to pay such record holder the cash portion of the Merger Consideration. No interest will accrue or be paid to the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitled. (b) Purchaser will not pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of issued and outstanding shares of Company Common Stock until Stock. (ii) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder surrenders of the shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for exchange his transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or its certificates which represented other Taxes required as a result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (iii) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. Purchaser instead will pay If, after the dividend or make Effective Time, certificates representing shares of Company Common Stock are presented to the distribution Surviving Corporation, they shall be canceled and exchanged for the cash portion of the Merger Consideration provided for in accordance with the procedures set forth herein. (iv) Any portion of the Merger Consideration made available to the Exchange Agent in trust to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be paid to the benefit of the holder pending surrender and exchangeSurviving Corporation, upon demand. (cv) Purchaser The Surviving Corporation may cause the Exchange Agent to return pay over to the Surviving Corporation any shares portion of Purchaser Common Stock and dividends and distributions thereon the Exchange Fund (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Stockholder shall be entitled to look only to Purchaser the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his such Company Stockholder's certificates. To the extent permitted by applicable law, neither the Surviving Corporation nor the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or its certificatesdividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (dvi) No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to ss.2(i) until the surrender of such certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (A) the amount of dividends and other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock. (vii) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Company or the Surviving Corporation, as the case may be, provided that such investment shall be in (A) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities not more than six months from the Effective Time of the Merger, (B) certificates of deposit, Eurodollar time deposits and bankers' acceptances with maturities not exceeding six months and overnight bank deposits with any commercial bank, depository institution or trust company incorporated or doing business under the laws of the United States of America, any state thereof or the District of Columbia, provided that such commercial bank, depository institution or trust company has, at the time of investment, (1) capital and surplus exceeding $250 million and (2) outstanding short-term debt securities which are rated at least A-1 by Standard & Poor's Ratings Group, a Division of the McGraw-Hill Companies, Inc., or at least P-1 by Moody's Investors Sxxxxxx, Xxx. or carry an equivalent rating by a xxxxxxxlly recognized rating agency if both of the two named rating agencies cease to publish ratings of investment, (C) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (A) and (B) above entered into with any financial institution meeting the qualifications specified in clause (B) above, (D) commercial paper having a rating in the highest rating categories from Standard & Poor's Ratings Group, a Division of the McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc., or xxxxxxxx xx equivalent rating bx x xxxionally recognized rating agency if both of the two named rating agencies cease to publish ratings of investments and in each case maturing within six months of the Effective Time and (E) money market mutual or similar funds having assets in excess of $1 billion. Any interest and other income resulting from such investments shall be paid to the Company or the Surviving Corporation, as the case may be. (viii) The Surviving Corporation shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after the Effective Time, (A) Purchaser will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and (B) Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares Acquiror Shares and a check for the amount of Purchaser Common Stock cash (if any) to which he or it is entitled, plus cash in lieu of fractional shares (if any). Certificates representing securities held by an Affiliate of the Target shall not be exchanged until the Acquiror has received an agreement from such Affiliate in the form of Exhibit B hereto. (bii) Purchaser The Acquiror will not pay any dividend or make any distribution on shares of Purchaser Common Stock Acquiror Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock Target Shares until the holder surrenders for exchange his or its certificates which represented shares of Company Common StockTarget Shares. Purchaser The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. The Acquiror may cause the Exchange Agent to invest any cash the Exchange Agent receives from the Acquiror as a dividend or distribution in one or more of the permitted investments designated by the Acquiror; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Target Shares as necessary. The Acquiror may cause the Exchange Agent to pay over to the Acquiror any net earnings with respect to the investments, and the Acquiror will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. (ciii) Purchaser No fractional shares shall be issuable by the Acquiror pursuant hereto. In lieu of issuing fractional shares, a cash adjustment will be paid equal to the fraction of one Acquiror Share that would otherwise be issuable, multiplied by the Average Price. (iv) The Acquiror may cause the Exchange Agent to return any shares of Purchaser Common Stock Acquiror Shares and dividends and distributions thereon and any cash remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Target Shares shall be entitled to look to Purchaser the Acquiror (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock the Acquiror Shares and dividends and distributions thereon and any cash to which he or it is entitled upon surrender of his or its certificates. (dv) The Company shall pay all charges and expenses of Notwithstanding anything in this Agreement to the Exchange Agent. (e) After the close of business on the Closing Datecontrary, transfers of shares of Company Common Stock outstanding Target Shares that are Dissenting Shares immediately prior to the Effective Time shall not be made on converted into Acquiror Shares and cash (if any) pursuant to the stock transfer books Merger, and the holders of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to such Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive payment of the fair value of their Dissenting Shares in accordance with the provisions of the Washington Business Corporation Act; unless and until such holders shall fail to perfect, lose, or withdraw their rights thereunder. If, after the Effective Time, any holder of Dissenting Shares shall fail to perfect, lose or withdraw his or its right to be paid fair value, then such Dissenting Shares no longer shall be deemed to be Dissenting Shares, and shall be treated as if they had been converted at the Effective Time into the right to receive the consideration being paid for Target Shares in the Merger, without any interest, and the Acquiror shall take all necessary action to effect the exchange of Acquiror Shares and cash (if any) for the Target Shares. The Target shall give the Acquiror prompt written notice of any demands for payment of fair value for any Target Shares, and the Acquiror shall have the right to participate in all negotiations or proceedings with respect to such shares demands. Without the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.prior written consent of the

Procedure for Payment. (ai) Immediately after At the Effective TimeClosing, (A) Purchaser AAC will furnish cause to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 be furnished to the Exchange Agent a corpus (the "EXCHANGE AGENTExchange Fund") a stock certificate (issued consisting of cash sufficient in the name of aggregate for the Exchange Agent or its nominee) representing that number to make full payment of shares the cash portion of Purchaser Common Stock equal the Merger Consideration to the product holders of (I) all of the Conversion Ratio TIMES (II) the number of issued and outstanding shares of Company Common Stock (other than any Dissenting Shares and shares AAC-owned by Purchaser) and (B) Purchaser Shares). Immediately after the Effective Time, the Company will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of issued and outstanding shares of Company Common Stock for who did not make a timely and valid Stock Election in order to permit the Exchange Agent to pay such record holder the cash portion of the Merger Consideration. No interest will accrue or be paid to the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitled. (b) Purchaser will not pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of issued and outstanding shares of Company Common Stock until Stock. (ii) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder surrenders of the shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for exchange his transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or its certificates which represented other Taxes required as a result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (iii) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. Purchaser instead will pay If, after the dividend or make Effective Time, certificates representing shares of Company Common Stock are presented to the distribution Surviving Corporation, they shall be canceled and exchanged for the cash portion of the Merger Consideration provided for in accordance with the procedures set forth herein. (iv) Any portion of the Merger Consideration made available to the Exchange Agent in trust to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be paid to the benefit of the holder pending surrender and exchangeSurviving Corporation, upon demand. (cv) Purchaser The Surviving Corporation may cause the Exchange Agent to return pay over to the Surviving Corporation any shares portion of Purchaser Common Stock and dividends and distributions thereon the Exchange Fund (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Stockholder shall be entitled to look only to Purchaser the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his or its such Company Stockholder's certificates. (d) The Company shall pay all charges and expenses of . To the extent permitted by applicable law, neither the Surviving Corporation nor the Exchange Agent. Agent shall be liable to any Person in respect of any shares of Company Common Stock (eor dividends or distributions with respect thereto) After or cash from the close of business on the Closing DateExchange Fund delivered to a public official pursuant to any applicable abandoned property, transfers escheat or similar law. Any amounts remaining unclaimed by holders of shares of Company Common Stock outstanding two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (vi) No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply paid to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be entitled paid to receive in exchange for such shares the Merger Consideration to which any such holder is entitled pursuant to Section 2.7 hereof2(i) until the surrender of such certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (A) the amount of dividends and other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock.

Procedure for Payment. (ai) Immediately after the Effective Time, the Purchaser shall deposit in trust with the Exchange Agent cash in an aggregate amount necessary (A) to make the payments pursuant to Section 2(d)(v) hereof to holders (other than the Purchaser will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT"or Parent or any of their respective subsidiaries or affiliates) a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) Company Preferred Shares (such amount being hereinafter referred to as the "Exchange Fund"), and (B) to make cash payments, at the rate of $4.10 per share, to holders of Dissenting Shares, if any. The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Exchange Fund. The Exchange Agent shall invest portions of the Exchange Fund as Purchaser will directs, provided that all such investments shall be in obligations of or guaranteed by the United States of America with remaining maturities not exceeding 180 days, in commercial paper obligations receiving the highest rating from either Moody's Investors Services, Inc. or Standard & Poor's Corporation, or in certificates of deposit or banker's acceptances of commercial banks with capital exceeding $500 million (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Exchange Agent to make prompt payment to former stockholders of the Company entitled thereto as contemplated by this Section. The Purchaser shall promptly replenish the Exchange Fund to the extent of any losses incurred as a result of Permitted Investments. All earnings on Permitted Investments shall be paid to the Purchaser. If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of Company Common Shares or Company Preferred Shares shall be entitled under this Section, the Purchaser shall in any event be liable for payment thereof. The Exchange Fund shall not be used except as provided in this Agreement. (ii) As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder holder, as of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitled. (b) Purchaser will not pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. (c) Purchaser may cause the Exchange Agent to return any shares of Purchaser Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of an outstanding shares of Company Common Stock shall be entitled to look to Purchaser (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to certificate or certificates which he or it is entitled upon surrender of his or its certificates. (d) The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding immediately prior to the Effective Time represented Company Common Shares or Company Preferred Shares (the "Certificates"), a form of letter of transmittal (which shall not specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificate or payment therefor. Upon surrender to the Exchange Agent of a Certificate representing Company Common Shares (together with the Warrants attached thereto), together with such letter of transmittal duly executed, the holder of such Certificate shall be paid in exchange therefor cash in an amount equal to the product of the number of Company Common Shares represented by such Certificate multiplied by the Merger Consideration and such Certificate (and the Warrants attached thereto) shall forthwith be cancelled. Upon surrender to the Exchange Agent of a Certificate representing Company Preferred Shares, together with such letter of transmittal duly executed, the holder of such Certificate shall be paid in exchange therefor cash in an amount equal to the product of the number of Company Preferred Shares represented by such Certificate multiplied by the Preferred Consideration and such Certificate shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that 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 the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. After the Effective Time, until surrendered in accordance with the provisions of this Section 2(e), each Certificate (other than Certificates representing shares owned by the Purchaser or any affiliate of the Purchaser and Dissenting Shares) shall represent for all purposes solely the right to receive the Merger Consideration or the Preferred Consideration, as the case may be, in cash multiplied by the number of Company Common Shares or Company Preferred Shares evidenced by such Certificate, without any interest thereon. (iii) After the Effective Time, there shall be no transfers of Company Common Shares or Company Preferred Shares that were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for cash as provided in this Section 2. (fiv) The provisions Any portion of this Section 2.8 shall also apply to Dissenting Shares the Exchange Fund (defined in Section 2.11including the proceeds of any investments thereof) that lose remains unclaimed by the stockholders of the Company more than 180 days after the Effective Time shall be repaid to the Surviving Corporation and holders of Certificates shall thereafter look only to the Surviving Corporation only as general creditors thereof for payment of any Merger Consideration payable upon due surrender of their status as suchCertificates. Notwithstanding the foregoing, except that neither the obligations of Purchaser under this Section 2.8 nor the Surviving Corporation shall commence on the date of loss of such status and the be liable to a holder of such shares shall be entitled a Certificate for amounts delivered to receive in exchange for such shares the Merger Consideration to which such holder is entitled a public official pursuant to Section 2.7 hereofany applicable abandoned property, escheat or similar laws.

Procedure for Payment. (a) Immediately after In accordance with this Section 1, at the Effective Time, (A) Purchaser will furnish Parent, subject to Nevada Agency & Trust CompanySECTION 1.3 and SECTION 1.7 hereof, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT") a stock certificate (issued in the name shall pay by check to each holder of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaserwhich shall include all of the holders of Convertible Securities exercising such Convertible Securities at the Effective Time) and (B) Purchaser will cause the Exchange Agent Per Share Consideration to mail a letter which such holder is entitled in exchange for all of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which immediately prior to the Effective Time represented his or its such holder's shares of Company Common Stock (the "CERTIFICATES"). Subject to SECTION 1.1(f)(iii), until surrendered and exchanged as contemplated by this SECTION 1.2, each Certificate (other than Certificates representing shares of Company Common Stock held by the Company as treasury stock or any Subsidiary of the Company) in exchange for a certificate representing shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender an amount equal to (i) the Per Share Consideration, multiplied by (ii) the number of shares of Purchaser Company Common Stock to which he or it is entitledrepresented by such Certificate, as contemplated by this SECTION 1.2. (b) Purchaser will not pay In the event that any dividend Certificate shall have been lost, stolen or make any distribution on shares destroyed, Parent shall pay, upon the making of Purchaser Common Stock an affidavit of that fact by the holder thereof in form and substance reasonably acceptable to Parent, the proper Per Share Consideration as may be required pursuant to this SECTION 1.2; PROVIDED, HOWEVER, that Parent may, in its discretion, require the delivery of a suitable bond and/or indemnity. (with a record date at or after c) The Per Share Consideration paid upon the Effective Time) to any record holder surrender for exchange of outstanding shares of Company Common Stock until in accordance with the holder surrenders for exchange his or its certificates which represented terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. (c) Purchaser may cause the Exchange Agent to return any shares of Purchaser Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock There shall be entitled to look to Purchaser (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares no further registration of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving CorporationCorporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this SECTION 1. The Merger Consideration represents full consideration for all outstanding capital stock of the Company and any Convertible Securities convertible into or exercisable for capital stock or other equity interests in the Company. (fd) The provisions of this Section 2.8 Neither Parent nor the Company shall also apply be liable to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the any holder of such shares shall be entitled of Company Common Stock for any Per Share Consideration delivered to receive in exchange for such shares the Merger Consideration to which such holder is entitled a public official pursuant to Section 2.7 hereofany applicable abandoned property, escheat or similar law. (e) Any Certificates that are not delivered to Parent at or prior to the Effective Time, may be delivered to Parent at the following location: Moldflow Corporation, 00 Xxxxxxxx Xxxxxx, Lexington, Massachusetts 02421, Attn: Xxxx Xxxxxxxxx, Corporate Counsel. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claim or interest of any Person previously entitled thereto.

Procedure for Payment. (a) Immediately after the Effective Time, (Ai) Purchaser PNSO will furnish to Nevada Agency & Trust Company, #00000 20000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENTExchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser PNSO Common Stock equal to the product of (IA) the Conversion Ratio TIMES (IIB) the number of outstanding shares of Company VisiJet Common Stock (other than any Dissenting Shares and shares owned by PurchaserPNSO) and (Bii) Purchaser PNSO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company VisiJet Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company VisiJet Common Stock (the "CERTIFICATESCertificates") in exchange for a certificate representing the number of shares of Purchaser PNSO Common Stock to which he or it is entitled. (b) Purchaser PNSO will not pay any dividend or make any distribution on shares of Purchaser PNSO Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company VisiJet Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company VisiJet Common Stock. Purchaser PNSO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. (c) Purchaser PNSO may cause the Exchange Agent to return any shares of Purchaser PNSO Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company VisiJet Common Stock shall be entitled to look to Purchaser PNSO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser PNSO Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company VisiJet shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company VisiJet Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 2.7 shall also apply to Dissenting Shares (defined in Section 2.112.10) that lose their status as such, except that the obligations of Purchaser PNSO under this Section 2.8 2.7 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 2.6 hereof.

Procedure for Payment. (ai) On or prior to the Closing Date, Buyer, the Shareholder Representative and the Paying Agent shall enter into the Paying Agent Agreement. (ii) Immediately after the Effective Time, , (A) Purchaser Buyer will cause Surviving Corporation to furnish to Nevada Agency & Trust CompanyBNY Mellon, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 N.A. (the "EXCHANGE AGENT"“Paying Agent”) the Closing Merger Consideration, the payment of which by the Paying Agent shall be made pursuant to a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal Closing Merger Consideration Payment Schedule delivered by Target to Buyer prior to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and Closing and (B) Purchaser Buyer will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) ), in the form mutually agreed to by the Parties, to each record holder of outstanding shares of Company Preferred Stock and Common Stock for (other than holders of Dissenting Shares), which each such holder shall submit as a condition to each such holder’s receipt of his, her, or its portion of the holder to use Closing Merger Consideration and which shall be used in surrendering the certificates which that represented his his, her, or its shares of Company Preferred Stock or Common Stock against payment of the Stockholder’s portion of the Closing Merger Consideration and payment of such Stockholder’s portion of the Escrow Amount from the Escrow Fund (the "CERTIFICATES"when payable) in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitledaccordance with this Agreement. (biii) Purchaser will not Buyer may cause the Paying Agent to invest the Closing Merger Consideration cash in one or more of the permitted investments; provided, however, that the terms and conditions of the investments shall be such as to permit the Paying Agent to make prompt payment of the Closing Merger Consideration as necessary. Buyer may cause the Paying Agent to pay over to Surviving Corporation any dividend or make any distribution on shares of Purchaser Common Stock (net earnings with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution respect to the Exchange Agent in trust for the benefit investments, and Buyer will cause Surviving Corporation to replace promptly any portion of the holder pending surrender and exchangeClosing Merger Consideration that the Paying Agent loses through investments. (civ) Purchaser Buyer may cause the Exchange Paying Agent to return pay over to Surviving Corporation any shares portion of Purchaser Common Stock and dividends and distributions thereon the Closing Merger Consideration (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock all former Stockholders shall be entitled to look to Purchaser Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his or its their certificates. (dv) The Company Buyer shall cause Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately Within a reasonable time after the Effective Time, (A) Purchaser will FEDDERS shall furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (each of the "EXCHANGE AGENT") NYCOR Stockholders a letter of transmittal setting forth the procedure to follow for each of them to surrender their NYCOR Shares and receive one or more stock certificate certificates (issued in the name of the Exchange Agent NYCOR Stockholders or its nomineetheir nominees) representing that number of shares of Purchaser Common Stock equal to the product of FEDDERS Shares specified in Section 2(e) (Iv) the Conversion Ratio TIMES (IIA) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and (B) Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitledabove. (bii) Purchaser FEDDERS will not pay any dividend or make any distribution on shares of Purchaser Common Stock FEDDERS Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock NYCOR Shares until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchangeNYCOR Shares. (ciii) Purchaser In the event that any stock certificate representing NYCOR Shares 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, FEDDERS will issue or cause to be issued in exchange for such lost, stolen or destroyed certificate the number of FEDDERS Shares into which such shares are converted in the Merger in accordance with this Section 2(f). When authorizing such issuance in exchange therefor, the Board of Directors of FEDDERS may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to give FEDDERS a bond in such sum as it may cause direct as indemnity, or such other form of indemnity, as it shall direct, against any claim that may be made against FEDDERS with respect to the Exchange Agent certificate alleged to return any shares of Purchaser Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Timehave been lost, and thereafter stolen or destroyed. (iv) No certificates or scrip for fractional FEDDERS Shares will be issued but each remaining record holder of outstanding shares NYCOR Shares who would otherwise be entitled to receive a fractional share (if the closing price of Company Common Stock the FEDDERS Class A Shares is $6.25 or higher on the trading day next preceding the Closing Date) shall be entitled to look receive, in lieu thereof, cash in an amount equal to Purchaser (subject such fraction multiplied by the closing price of FEDDERS Class A Shares on The New York Stock Exchange on the trading day immediately prior to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (a) Immediately Prior to the Effective Time, Buyer shall appoint an agent (the "PAYING AGENT") for the purpose of receiving certificates representing Shares and paying the Merger Consideration. Buyer will make available to the Paying Agent, in such amounts as may be needed from time to time, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, (A) Purchaser Buyer will furnish to Nevada Agency & Trust Companysend, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and (B) Purchaser will cause the Exchange Paying Agent to mail send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (with which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Paying Agent) and instructions for its use) to each record holder of outstanding shares of Company Common Stock for the holder to use in surrendering effecting the certificates which represented his or its shares surrender of Company Common Stock (the "CERTIFICATES") certificate in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitledMerger Consideration. (b) Purchaser will not pay any dividend Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Paying Agent of a certificate or make any distribution on shares of Purchaser Common Stock (certificates representing such Shares, together with a record date at or properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. From and after the Effective Time) , all Shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired, and each such certificate shall, after the Effective Time, represent for all purposes, only the right to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchangereceive such Merger Consideration. (c) Purchaser may cause If any portion of the Exchange Agent Merger Consideration is to return any shares of Purchaser Common Stock and dividends and distributions thereon remaining unclaimed 180 days after be paid to a Person other than the Effective Time, and thereafter each remaining record registered holder of outstanding shares of Company Common Stock the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be entitled a condition to look such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to Purchaser (subject to abandoned property, escheat, and the Paying Agent any transfer or other similar laws) taxes required as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss result of such status and payment to a Person other than the registered holder of such shares shall be entitled Shares or establish to receive in exchange for the satisfaction of the Paying Agent that such shares the Merger Consideration to which such holder tax has been paid or is entitled pursuant to Section 2.7 hereofnot payable. For purposes of this Agreement, "PERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Procedure for Payment. (a) Immediately after the Effective Time, (A) Purchaser the Buyer will cause the Surviving Corporation to furnish to Nevada Agency & Trust a bank or trust company selected by the Buyer and approved prior to the Effective Time by the Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 which approval shall not be withheld unreasonably (the "EXCHANGE AGENTPaying Agent"), a fund (the "Payment Fund") a stock certificate (issued consisting of cash and, if applicable, Spinoff Securities, sufficient in the name aggregate for the Paying Agent to make full payment of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and Merger Consideration, (B) Purchaser the Buyer will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock Shares for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock Shares against payment of the Merger Consideration and (C) the "CERTIFICATES") in exchange for a certificate representing Buyer shall cause the number Paying Agent to pay and issue the Merger Consideration to the holders of shares outstanding Company Common Shares entitled thereto. No interest will accrue or be paid to the holder of Purchaser any outstanding Company Common Stock to which he or it is entitledShares. (b) Purchaser will not The Buyer may cause the Paying Agent to invest the cash included in the Payment Fund in Permitted Cash Investments. The Buyer may cause the Paying Agent to pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution over to the Exchange Agent in trust for Surviving Corporation any net earnings with respect to the benefit investments, and the Buyer will cause the Surviving Corporation to replace promptly any portion of the holder pending surrender and exchangePayment Fund which the Paying Agent loses through investments. (c) Purchaser The Buyer may cause the Exchange Paying Agent to return pay over to the Surviving Corporation any shares portion of Purchaser Common Stock and dividends and distributions thereon the Payment Fund (including any earnings thereon) remaining unclaimed 180 days one year after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock all former shareholders shall be entitled to look to Purchaser the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his or its their certificates. (d) The Company Buyer shall cause the Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately Subject to Section (d) above, immediately after the Effective Time, (A) Purchaser the Buyer will furnish to Nevada Agency American Securities Transfer & Trust CompanyTrust, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 Inc. (the "EXCHANGE AGENTExchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock Buyer Shares equal to the product of (I) the Conversion Ratio TIMES times (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and (B) Purchaser the Buyer will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock Shares for the holder to use in surrendering the certificates which represented his his/her or its shares of Company Common Stock (the "CERTIFICATES") Shares in exchange for a certificate representing the number of shares of Purchaser Common Stock Buyer Shares to which he he/she or it is entitled. (bii) Purchaser The Buyer will not pay any dividend or make any distribution on shares of Purchaser Common Stock Buyer Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock Shares until the holder surrenders for exchange his his/her or its certificates which represented shares of Company Common StockShares. Purchaser The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. The Buyer will cause the Exchange Agent to make prompt payment of any cash the Exchange Agent receives from the Buyer as a dividend or distribution to the holders of outstanding Company Shares as necessary. In no event, however, will any holder of outstanding Company Shares be entitled to any interest or earnings on any dividend or distribution pending receipt of the Buyer Shares. (ciii) Purchaser The Buyer may cause the Exchange Agent to return any shares of Purchaser Common Stock Buyer Shares and any dividends and distributions thereon remaining unclaimed 180 one hundred and eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Shares shall be entitled to look to Purchaser the Buyer (subject to abandoned property, escheat, escheat and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock the Buyer Shares and dividends and distributions thereon to which he he/she or it is entitled upon surrender of his his/her or its certificates. (div) The Buyer and the Company shall pay bear all charges and expenses of the Exchange AgentAgent equally. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after At and as of the Effective Time, : (A) Purchaser the Buyer will furnish pay or cause the Transaction Subsidiary to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 pay to the Paying Agent cash (the "EXCHANGE AGENTPayment Fund") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock an amount equal to the product Merger Consideration minus the Post Closing Escrow Deposit and the Benefit Plan Escrow Deposit, and the Buyer, Surviving Corporation, Paying Agent, and the Representatives, as agents for and representatives of the Company Shareholders, shall execute and deliver to the Paying Agent, the Paying Agent Agreement in the form attached hereto as Exhibit B (I) the Conversion Ratio TIMES (II) "Paying Agent Agreement"). The Payment Fund shall be held and disbursed in accordance with and subject to the number terms of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and the Paying Agent Agreement; (B) Purchaser the Buyer will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) in a form agreed upon by the Parties (the "Letter of Transmittal") to each record holder of outstanding shares of Company Common Stock Shares for the holder to use in surrendering the certificates which represented his his, her or its shares Company Shares in exchange for the payment of their respective portion of the Payment Fund in accordance with the Paying Agent Agreement. In accordance with and subject to the terms of the Paying Agent Agreement, the Paying Agent will accept the surrender of all properly tendered certificates which represent the Company Common Stock Shares, transmit payment to the holders of such certificates of their respective portion of the Payment Fund and deliver such certificates to the Surviving Corporation, all in accordance with the Paying Agent Agreement. No interest will accrue or be paid to the holder of any outstanding Company Shares with respect to the Payment Fund; (C) the Buyer will pay or cause the Transaction Subsidiary to pay an amount in cash equal to the Post Closing Escrow Deposit to the Post Closing Escrow Agent, and the Buyer, the Surviving Corporation, the Post Closing Escrow Agent and the Representatives, as agents for and representatives of the Company Shareholders, shall execute and deliver to the Post Closing Escrow Agent, the Post Closing Escrow Agreement in the form attached hereto as Exhibit D (the "CERTIFICATESPost Closing Escrow Agreement"). The Post Closing Escrow Deposit shall be held and disbursed in accordance with and subject to the terms of the Post Closing Escrow Agreement; and (D) the Buyer will pay or cause the Transaction Subsidiary to pay an amount in exchange cash equal to the Benefit Plan Escrow Deposit to the Benefit Plan Escrow Agent, and the Buyer, the Benefit Plan Escrow Agent, the Surviving Corporation, and the Representatives, as agents for a certificate representing and representatives of the number Company Shareholders, shall execute and deliver to the Benefit Plan Escrow Agent, the Benefit Plan Escrow Agreement in the form attached hereto as Exhibit E (the "Benefit Plan Escrow Agreement"). The Benefit Plan Escrow Fund shall be held and disbursed in accordance with and subject to the terms of shares of Purchaser Common Stock to which he or it is entitledthe Benefit Plan Escrow Agreement. (bii) Purchaser will not The Buyer may cause the Paying Agent to invest the cash included in the Payment Fund in one or more of the Permitted Investments; provided, however, that the terms and conditions of the investments shall be such as to permit the Paying Agent to make prompt payment of the Merger Consideration as necessary. The Buyer may cause the Paying Agent to pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution over to the Exchange Agent in trust for Surviving Corporation any net earnings with respect to the benefit investments, and the Buyer will cause the Surviving Corporation to replace promptly any portion of the holder pending surrender and exchangePayment fund which the Paying Agent loses through investments. (ciii) Purchaser The Buyer may cause the Exchange Paying Agent to return pay over to the Surviving Corporation any shares portion of Purchaser Common Stock and dividends and distributions thereon the Payment Fund (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder all former shareholders of outstanding shares of the Company Common Stock shall be entitled to look to Purchaser the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his or its their certificates. (div) The Company Buyer shall be responsible for and shall pay or cause the Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent, the Post Closing Escrow Agent, and the Benefit Plan Escrow Agent without the right to set off any such amounts against the Payment Fund, the Post Closing Escrow Fund or the Benefit Plan Escrow Fund. (ev) After The Post Closing Escrow Agent and the close Benefit Plan Escrow Agent shall invest the cash included in the Post Closing Escrow Fund and the Benefit Plan Escrow Fund in accordance with the terms of business on the Post Closing DateEscrow Agreement and the Benefit Plan Escrow Agreement, transfers of shares of Company Common Stock outstanding prior respectively. Any net earnings with respect to such investments shall be paid to the Effective Time shall not be made on Company Shareholders or the stock transfer books Surviving Corporation in accordance with the provisions of the Surviving Corporationapplicable escrow agreement. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after Simultaneously with and as a condition to the Effective Time, : (A) Purchaser the Buyer will furnish furnish, or will cause the Surviving Corporation to Nevada Agency & Trust Companyfurnish, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 to a commercial bank or trust company or similar financial institution mutually acceptable to Buyer and the Company (the "EXCHANGE PAYING AGENT") a stock certificate corpus (issued the "PAYMENT FUND") consisting of cash sufficient in the name aggregate for the Paying Agent to make full payment of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal Merger Consideration to the product holders of (I) all of the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock Shares (other than any Dissenting Shares and shares Buyer-owned by Purchaser) Shares); and (B) Purchaser the Buyer will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) in form reasonably acceptable to each of the Company and the Buyer to each record holder of outstanding shares of Company Common Stock Shares for the holder to use in surrendering the certificates which represented his his, her or its shares Company Shares against payment of the Merger Consideration. No interest will accrue or be paid to the holder of any outstanding Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitledShares. (bii) Purchaser will not The Paying Agent shall, pursuant to irrevocable instructions, pay any dividend or make any distribution on shares the Merger Consideration out of Purchaser Common Stock (with a record date at or the Payment Fund as soon as practicable after the Effective Time) . Upon surrender of a certificate representing Company Shares for cancellation to any record the Paying Agent together with a letter of transmittal, duly executed, or an "agents message" in the case of a book entry transfer, and such other customary documents as may be required pursuant to such instructions, the holder of outstanding shares such certificate shall be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of Company Common Stock until the Shares formerly represented by such certificate, multiplied by (2) $5.85. If any holder surrenders for exchange his of a certificate shall be unable to surrender such holder's certificates because such certificates have been lost, mutilated or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Exchange Agent in trust for the benefit of the holder pending surrender and exchangeSurviving Corporation. (ciii) Purchaser The Buyer may cause the Exchange Paying Agent to return invest the cash included in the Payment Fund in one or more of the permitted investments set forth on EXHIBIT E attached hereto; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Paying Agent to make prompt payment of the Merger Consideration as necessary. The Buyer may cause the Paying Agent to pay over to the Surviving Corporation any shares net earnings with respect to the investments, and the Buyer will replace, or will cause the Surviving Corporation to replace, promptly any portion of Purchaser Common Stock and dividends and distributions thereon the Payment Fund which the Paying Agent loses through investments. (iv) The Buyer may cause the Paying Agent to pay over to the Surviving Corporation any portion of the Payment Fund (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock all former stockholders shall be entitled to look to Purchaser the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his or its their certificates. (dv) The Company Buyer shall cause the Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after the Effective TimeAt Closing, (A) Purchaser CHDM will furnish deliver to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT") I-trax a stock certificate (issued in the name certified list of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number all record holders of outstanding shares of Company Common Stock (other than any Dissenting Shares CHDM Shares, including each such holder's name, address and shares owned by Purchaser) and CHDM Share ownership, (B) Purchaser each CHDM Stockholder of record will deliver to I-trax a completed Letter of Transmittal and Subscription Agreement in the form attached hereto as Exhibit D together with the applicable stock certificates which represented such holder's CHDM Shares, and (C) I-trax will deliver to each CHDM Stockholder, by wire if requested by such CHDM Stockholder, and otherwise by check or wire, for each CHDM Share owned of record by such CHDM Stockholder, the pro rata cash portion of the Merger Consideration as calculated pursuant to Section 2(e)(v) above (less any withholding described in Section 2(e)(vii) above), and will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) deliver to each record holder CHDM Stockholder the pro rata stock portion of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitledMerger Consideration. (bii) Purchaser I-trax will not pay any dividend or make any distribution on shares of Purchaser I-trax Common Stock Shares or I-trax Preferred Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock CHDM Shares until the holder surrenders for exchange his or its the certificates which represented shares of Company Common Stockrepresenting the holder's CHDM Shares. Purchaser I-trax instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of such the holder pending surrender and exchange. No holder of outstanding CHDM Shares will be entitled to any interest or earnings on the dividend or distribution pending receipt. (ciii) Purchaser I-trax may cause the Exchange Agent to return any shares of Purchaser I-trax Common Stock Shares, I-trax Preferred Shares and dividends and distributions thereon remaining unclaimed 180 one hundred eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock CHDM Shares shall be entitled to look to Purchaser I-trax (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser I-trax Common Stock Shares, I-trax Preferred Shares and dividends and distributions thereon to which he or it such holder is entitled upon surrender of his or its certificatesthe holder's certificates representing former CHDM Shares. (div) The Company I-trax shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (a) Immediately after the Effective Time, (Ai) Purchaser PNSO will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENTExchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser PNSO Common Stock equal to the product of (IA) the Conversion Ratio TIMES (IIB) the number of outstanding shares of Company VisiJet Common Stock (other than any Dissenting Shares and shares owned by PurchaserPNSO) and (Bii) Purchaser PNSO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company VisiJet Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company VisiJet Common Stock (the "CERTIFICATESCertificates") in exchange for a certificate representing the number of shares of Purchaser PNSO Common Stock to which he or it is entitled. (b) Purchaser PNSO will not pay any dividend or make any distribution on shares of Purchaser PNSO Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company VisiJet Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company VisiJet Common Stock. Purchaser PNSO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. (c) Purchaser PNSO may cause the Exchange Agent to return any shares of Purchaser PNSO Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company VisiJet Common Stock shall be entitled to look to Purchaser PNSO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser PNSO Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company VisiJet shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company VisiJet Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 2.7 shall also apply to Dissenting Shares (defined in Section 2.112.10) that lose their status as such, except that the obligations of Purchaser PNSO under this Section 2.8 2.7 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 2.6 hereof.

Procedure for Payment. (ai) Immediately after the Effective TimeAt Closing, (A) Purchaser WellComm will furnish deliver to Nevada Agency & Trust CompanyI-trax a certified list of all record holders of outstanding WellComm Shares, #00000 Xxxx Xxxxxxxincluding each such holder's name, Xxxxx 000address and the number of WellComm Shares owned, Xxxx(B) each WellComm Stockholder of record will deliver to I-trax a completed letter of transmittal in the form attached hereto as EXHIBIT C together with the applicable stock certificates which represented his or its WellComm Shares, Xxxxxx 00000 (C) subject to Section 2(j) below, I-trax will instruct StockTrans, Inc. (the "EXCHANGE AGENT") to deliver to each WellComm Stockholder such WellComm Stockholder's share of the Stock Consideration as calculated pursuant to Section 2(e)(v) above, (D) I-trax will deliver to each WellComm Stockholder such WellComm Stockholder's share of the Cash Consideration less the Holdback Amount, and (E) I-trax will deliver to WellComm Representative the Security Agreement and a stock certificate portion of the Cash Consideration in an amount equal to $150,000 (issued the "HOLDBACK AMOUNT"), which the WellComm Representative shall use to satisfy any Working Capital Deficiency, the Uncollected Accounts Receivable Amount, if any, and/or to pay for the expenses incurred by WellComm, the WellComm Representative or the WellComm Stockholders in connection with the Merger (collectively, the "MERGER COSTS") or in connection with any post-Closing matters for which the WellComm Representative has responsibility under Section 2(m) below. (ii) The Holdback Amount shall be held by the WellComm Representative in a separate interest-bearing account (the "HOLDBACK ACCOUNT"). On the Settlement Date, (A) in the name of event the Exchange Agent or its nomineeamounts paid to I-trax pursuant to Sections 2(i) representing that number of shares of Purchaser Common Stock equal and 7(h) below plus the Merger Costs and the expenses incurred by the WellComm Representative in finalizing the Closing Balance Sheet and the Uncollected Accounts Receivable Amount pursuant to Sections 2(h) and 7(h) below exceeds $100,000, no distribution from the Holdback Account shall be made to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) WellComm Stockholders, and (B) Purchaser in the event the amounts paid pursuant to Sections 2(i) and 7(h) plus the Merger Costs and the expenses incurred by the WellComm Representative in finalizing the Closing Balance Sheet and the Uncollected Accounts Receivable Amount pursuant to Sections 2(h) and 7(h) below is less than $100,000, the WellComm Representative shall distribute to the WellComm Stockholders in proportion to their ownership of the WellComm Shares as of the Closing Date an amount equal to the amount by which the amount then held in the Holdback Account exceeds $50,000. On April 1, 2003, in the event there are not any claims by I-trax against the Escrow Shares and/or by the WellComm Stockholders against I-trax pursuant to Section 8 below, the WellComm Representative shall distribute the remainder of the Holdback Amount, if any, to the WellComm Stockholders in proportion to their ownership of the WellComm Shares as of the Closing Date, or in the event there is a claim or claims by I-trax against the Escrow Shares and/or by the WellComm Stockholders against I-trax pursuant to Section 8 below, the Holdback Amount shall continue to be held until such claim or claims are finally resolved at which time the WellComm Representative will cause distribute the Exchange Agent remainder of the Holdback Amount, if any, to mail a letter the WellComm Stockholders in proportion to their ownership of transmittal (with instructions for its use) to each record holder the WellComm Shares as of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitledClosing Date. (biii) Purchaser I-trax will not pay any dividend or make any distribution on shares of Purchaser Common Stock I-trax Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock WellComm Shares until the holder surrenders for exchange his or its certificates which represented shares of Company Common StockWellComm Shares. Purchaser I-trax instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. No holder of outstanding WellComm Shares will be entitled to any interest or earnings on the dividend or distribution pending receipt. (civ) Purchaser I-trax may cause the Exchange Agent to return to I-trax any shares of Purchaser Common Stock I-trax Shares and dividends and distributions thereon thereon, and any undistributed Cash Consideration, remaining unclaimed 180 two hundred forty (240) days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock WellComm Shares shall be entitled to look to Purchaser I-trax (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock I-trax Shares and dividends and distributions thereon thereon, and any undistributed Cash Consideration, to which he or it is entitled upon surrender of his or its certificatescertificates representing former WellComm Shares. (dv) The Company I-trax shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (a) Immediately after the Effective TimeClosing, i) Vianet will, (A) Purchaser will on behalf of, and for the benefit of CAC furnish to Nevada Agency Continental Stock Transfer & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 Company (the "EXCHANGE AGENTExchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock Vianet Shares equal to the product of (I1) the Conversion Ratio TIMES times (II2) the number of outstanding shares of Company Common Stock CSC Shares (other than any Dissenting Shares and shares owned by PurchaserShares); and ii) and (B) Purchaser Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding shares of Company Common Stock CSC Shares for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") CSC Shares in exchange for a certificate representing the number of shares of Purchaser Common Stock Vianet Shares to which each of he or it is entitled. (b) Purchaser Vianet will not pay any dividend or make any distribution on shares of Purchaser Common Stock Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock CSC Shares until the holder surrenders for exchange his or its certificates which represented shares of Company Common StockCSC Shares. Purchaser Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. (c) Purchaser Vianet may cause the Exchange Agent to return any shares of Purchaser Common Stock Vianet Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock CSC Shares shall be entitled to look to Purchaser Vianet (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock Vianet Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) The Company Vianet shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately Subject to Section d(viii) above, immediately after the Effective Time, (A) Purchaser the Buyer will furnish to Nevada Agency & Trust CompanyAmerican Securities and Transfer, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENTExchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock Buyer Shares equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock Seller Shares (other than any Dissenting Shares and shares owned by PurchaserShares) and (B) Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitled.Buyer (bii) Purchaser The Buyer will not pay any dividend or make any distribution on shares of Purchaser Common Stock Buyer Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock Seller Shares until the holder surrenders for exchange his his/her or its certificates which represented shares of Company Common StockSeller Shares. Purchaser The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. The Buyer will cause the Exchange Agent to make prompt payment of any cash the Exchange Agent receives from the Buyer as a dividend or distribution to the holders of outstanding Seller Shares as necessary. In no event, however, will any holder of outstanding Seller Shares be entitled to any interest or earnings on any dividend or distribution pending receipt of the Buyer Shares. (ciii) Purchaser The Buyer may cause the Exchange Agent to return any shares of Purchaser Common Stock Buyer Shares and any dividends and distributions thereon remaining unclaimed 180 one hundred and eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Seller Shares shall be entitled to look to Purchaser the Buyer (subject to abandoned property, escheat, escheat and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock the Buyer Shares and dividends and distributions thereon to which he he/she or it is entitled upon surrender of his his/her or its certificates. (div) The Company Parties shall pay bear all charges and expenses of the Exchange AgentAgent equally. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after At the Effective TimeClosing, (A) Purchaser AAC will furnish cause to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 be furnished to the Exchange Agent a corpus (the "EXCHANGE AGENTExchange Fund") a stock certificate (issued consisting of cash sufficient in the name of aggregate for the Exchange Agent or its nominee) representing that number to make full payment of shares the cash portion of Purchaser Common Stock equal the Merger Consideration to the product holders of (I) all of the Conversion Ratio TIMES (II) the number of issued and outstanding shares of Company Common Stock (other than any Dissenting Shares and shares AAC-owned by Purchaser) and (B) Purchaser Shares). Immediately after the Effective Time, the Company will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of issued and outstanding shares of Company Common Stock for who did not make a timely and valid Stock Election in order to permit the Exchange Agent to pay such record holder the cash portion of the Merger Consideration. No interest will accrue or be paid to the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitled. (b) Purchaser will not pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of issued and outstanding shares of Company Common Stock until Stock. (ii) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder surrenders of the shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for exchange his transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or its certificates which represented other Taxes required as a result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (iii) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. Purchaser instead will pay If, after the dividend or make Effective Time, certificates representing shares of Company Common Stock are presented to the distribution Surviving Corporation, they shall be canceled and exchanged for the cash portion of the Merger Consideration provided for in accordance with the procedures set forth herein. (iv) Any portion of the Merger Consideration made available to the Exchange Agent in trust to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be paid to the benefit of the holder pending surrender and exchangeSurviving Corporation, upon demand. (cv) Purchaser The Surviving Corporation may cause the Exchange Agent to return pay over to the Surviving Corporation any shares portion of Purchaser Common Stock and dividends and distributions thereon the Exchange Fund (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Stockholder shall be entitled to look only to Purchaser the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his such Company Stockholder's certificates. To the extent permitted by applicable law, neither the Surviving Corporation nor the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or its certificatesdividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (dvi) No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to ss.2(i) until the surrender of such certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (A) the amount of dividends and other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock. (vii) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Company or the Surviving Corporation, as the case may be, provided that such investment shall be in (A) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities not more than six months from the Effective Time of the Merger, (B) certificates of deposit, Eurodollar time deposits and bankers' acceptances with maturities not exceeding six months and overnight bank deposits with any commercial bank, depository institution or trust company incorporated or doing business under the laws of the United States of America, any state thereof or the District of Columbia, provided that such commercial bank, depository institution or trust company has, at the time of investment, (1) capital and surplus exceeding $250 million and (2) outstanding short-term debt securities which are rated at least A-1 by Standard & Poor's Ratings Group, a Division of the XxXxxx-Xxxx Companies, Inc., or at least P-1 by Xxxxx'x Investors Service, Inc. or carry an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease to publish ratings of investment, (C) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (A) and (B) above entered into with any financial institution meeting the qualifications specified in clause (B) above, (D) commercial paper having a rating in the highest rating categories from Standard & Poor's Ratings Group, a Division of the XxXxxx-Xxxx Companies, Inc. or Xxxxx'x Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease to publish ratings of investments and in each case maturing within six months of the Effective Time and (E) money market mutual or similar funds having assets in excess of $1 billion. Any interest and other income resulting from such investments shall be paid to the Company or the Surviving Corporation, as the case may be. (viii) The Surviving Corporation shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately Subject to Section (d) above, immediately after the Effective Time, (A) Purchaser will the Buyer shall furnish to Nevada Agency American Securities Transfer & Trust CompanyTrust, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 Inc. (the "EXCHANGE AGENTExchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock Buyer Shares equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock Shares (other than any Dissenting Shares and shares owned by PurchaserShares) and (B) Purchaser will the Buyer shall cause the Exchange Agent to mail a certified letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock Shares for the holder to use in surrendering the certificates which represented his his/her or its shares of Company Common Stock (the "CERTIFICATES") Shares in exchange for a certificate representing the number of shares of Purchaser Common Stock Buyer Shares to which he he/she or it is entitled. (bii) Purchaser will The Buyer shall not pay any dividend or make any distribution on shares of Purchaser Common Stock the Buyer Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock Shares until the holder surrenders for exchange his his/her or its certificates which represented shares of the Company Common StockShares. Purchaser The Buyer shall instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. The Buyer shall cause the Exchange Agent to make prompt payment of any cash the Exchange Agent receives from the Buyer as a dividend or distribution to the holders of outstanding Company Shares as necessary. In no event, however, will any holder of outstanding Company Shares be entitled to any interest or earnings on any dividend or distribution pending receipt of the Buyer Shares. (ciii) Purchaser The Buyer may cause the Exchange Agent to return any shares of Purchaser Common Stock Buyer Shares and any dividends and distributions thereon remaining unclaimed 180 one hundred and eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Shares shall be entitled to look to Purchaser the Buyer (subject to abandoned property, escheat, escheat and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock the Buyer Shares and dividends and distributions thereon to which he he/she or it is entitled upon surrender of his his/her or its certificates. (div) The Company Buyer shall pay bear all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (ai) Immediately after the Effective Time, (A) Purchaser the Acquiror will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 ChaseMellon Shareholder Services (the "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock Acquiror Shares equal to the product of (I) the Conversion Ratio Share Consideration TIMES (II) the number of outstanding shares of Company Common Stock Target Shares (other than any Dissenting Shares and shares Acquiror-owned by PurchaserShares) and cash in the amount equal to the product of (III) the Cash Consideration (if any) times (IV) the number of outstanding Target Shares (other than any Dissenting Shares and Acquiror-owned Shares), and (B) Purchaser the Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in customary form reflecting the terms of the Merger to each record holder of outstanding shares of Company Common Stock Target Shares for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") Target Shares in exchange for a certificate representing the number of shares Acquiror Shares and a check for the amount of Purchaser Common Stock cash (if any) to which he or it is entitled, plus cash in lieu of fractional shares (if any). Certificates representing securities held by an Affiliate of the Target shall not be exchanged until the Acquiror has received an agreement from such Affiliate in the form of EXHIBIT B hereto. (bii) Purchaser The Acquiror will not pay any dividend or make any distribution on shares of Purchaser Common Stock Acquiror Shares (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock Target Shares until the holder surrenders for exchange his or its certificates which represented shares of Company Common StockTarget Shares. Purchaser The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. The Acquiror may cause the Exchange Agent to invest any cash the Exchange Agent receives from the Acquiror as a dividend or distribution in one or more of the permitted investments designated by the Acquiror ; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding Target Shares as necessary. The Acquiror may cause the Exchange Agent to pay over to the Acquiror any net earnings with respect to the investments, and the Acquiror will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. (ciii) Purchaser No fractional shares shall be issuable by the Acquiror pursuant hereto. In lieu of issuing fractional shares, a cash adjustment will be paid equal to the fraction of one Acquiror Share that would otherwise be issuable, multiplied by the Average Price. (iv) The Acquiror may cause the Exchange Agent to return any shares of Purchaser Common Stock Acquiror Shares and dividends and distributions thereon and any cash remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock Target Shares shall be entitled to look to Purchaser the Acquiror (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock the Acquiror Shares and dividends and distributions thereon and any cash to which he or it is entitled upon surrender of his or its certificates. (dv) Notwithstanding anything in this Agreement to the contrary, Target Shares that are Dissenting Shares immediately prior to the Effective Time shall not be converted into Acquiror Shares and cash (if any) pursuant to the Merger, and the holders of such Dissenting Shares shall be entitled to receive payment of the fair value of their Dissenting Shares in accordance with the provisions of the Washington Business Corporation Act; unless and until such holders shall fail to perfect, lose, or withdraw their rights thereunder. If, after the Effective Time, any holder of Dissenting Shares shall fail to perfect, lose or withdraw his or its right to be paid fair value, then such Dissenting Shares no longer shall be deemed to be Dissenting Shares, and shall be treated as if they had been converted at the Effective Time into the right to receive the consideration being paid for Target Shares in the Merger, without any interest, and the Acquiror shall take all necessary action to effect the exchange of Acquiror Shares and cash (if any) for the Target Shares. The Target shall give the Acquiror prompt written notice of any demands for payment of fair value for any Target Shares, and the Acquiror shall have the right to participate in all negotiations or proceedings with respect to such demands. Without the prior written consent of the Acquiror, the Target shall not settle, offer to settle or make any payment with respect to any such demands. (vi) The Company Acquiror shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (a) Immediately after the Effective Time, (Ai) Purchaser Parent will cause Surviving Corporation to furnish to Nevada Agency & Computershare Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 Company (the "EXCHANGE AGENT"“Paying Agent”) a stock certificate an amount of cash (issued in the name “Payment Fund”) sufficient for the Paying Agent to make full payment of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal Merger Consideration to the product record holders of (I) Target Shares issued and outstanding immediately before the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock Effective Time (other than any Dissenting Shares, Parent-owned Shares and shares owned by PurchaserTarget Shares held in the treasury of Target) and (Bii) Purchaser Parent will cause the Exchange Paying Agent to mail a letter of transmittal (with which shall be in customary form and shall provide instructions for its use) to each record holder of Target Shares issued and outstanding shares immediately before the Effective Time (other than any Dissenting Shares, Parent-owned Shares and Target Shares held in the treasury of Company Common Stock Target) for the holder to use in surrendering the certificates which that represented his his, her or its shares Target Shares against payment of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing Merger Consideration. Upon surrender of such Target Shares, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the number Paying Agent, the Paying Agent shall promptly pay to the holders thereof the aggregate Merger Consideration into which such Target Shares shall have been converted pursuant to Section 2.4(e). No interest will accrue or be paid to the holder of shares of Purchaser Common Stock to which he or it is entitledany outstanding Target Shares. (b) Purchaser will not Surviving Corporation may cause the Paying Agent to invest the cash included in the Payment Fund in one or more Permitted Investments, provided that the terms and conditions of the investments shall be such as to permit the Paying Agent to make prompt payment of the Merger Consideration as necessary. Surviving Corporation may cause the Paying Agent to pay over to Surviving Corporation any dividend or make any distribution on shares of Purchaser Common Stock (net earnings with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser instead will pay the dividend or make the distribution respect to the Exchange Agent in trust for the benefit investments, and Surviving Corporation shall replace promptly any portion of the holder pending surrender and exchangePayment Fund that the Paying Agent loses through the investments. (c) Purchaser Surviving Corporation may cause the Exchange Paying Agent to return pay over to Surviving Corporation any shares portion of Purchaser Common Stock and dividends and distributions thereon the Payment Fund (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock all former stockholders shall be entitled to look to Purchaser Surviving Corporation (subject to abandoned property, escheat, and other similar lawsLaws) as a general creditor creditors thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his their certificates. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or its certificatesbecome property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of Surviving Corporation free and clear of any claims or interests of any Person previously entitled thereto. (d) The Company Surviving Corporation shall pay all charges and expenses of the Exchange Paying Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior Notwithstanding anything in this Agreement to the Effective Time shall not be made on the stock transfer books of the contrary, Parent, Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status Corporation and the holder of such shares Paying Agent shall be entitled to receive deduct and withhold from the consideration otherwise payable to any former holder of Target Shares or Target Options pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under applicable Tax Laws. To the extent that amounts are so properly withheld by Parent, Surviving Corporation or the Paying Agent, as the case may be, and are paid over to the appropriate Governmental Entity in exchange accordance with applicable Law, such withheld amounts shall be treated for such shares all purposes of this Agreement as having been paid to the Merger Consideration to holder of the Target Shares or Target Options in respect of which such holder is entitled pursuant to Section 2.7 hereofdeduction and withholding was made by Parent, Surviving Corporation or the Paying Agent, as the case may be.