Common use of Procedure for Payment Clause in Contracts

Procedure for Payment. (i) Immediately after the Effective Time Buyer will furnish to Durham, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Shares for the holder to use in surrendering the certificates which represent his or its Papyrus Shares in exchange for the Merger Consideration payable to such holder. (iii) Upon surrender to the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (ia) Immediately after the Effective Time Buyer the Parent will furnish to Durhamcause the Paying Agent, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable pursuant to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus StockholderPaying Agent Agreement, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) substantially in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 D to each record holder of outstanding Papyrus Target Shares and each holder of a Warrant, and the Parent will mail a Vested Option Cancellation Agreement to each holder of Vested Options (if any) who shall have not executed and delivered to the Parent a Vested Option Cancellation Agreement prior to the Effective Time, for the such holder to use in surrendering the certificates which represent his or its Papyrus Shares in exchange for the Merger Consideration payable to such holder. (iii) Upon surrender to the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the following against payment of dividends, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any portion of the Merger Consideration to be issued in exchange for such certificate(s), Vested Option Documents or Warrants Documents: (i) the certificate(s) that represented his, her or its Target Shares; (ii) the Vested Option Documents; or (iii) the Warrants Documents. (b) Upon the surrender of a certificate(s) representing Target Shares to the Paying Agent, together with the applicable letter of transmittal, duly executed, and such other documents as may be required, the Paying Agent will pay to such a holder of Target Shares, in exchange for the delivered certificate(s), cash in an amount equal to the product of the following: (i) the number of Target Shares evidenced by such certificate(s), multiplied by (ii) the Per Share Cash Amount. (c) Upon the surrender of Vested Option Documents representing Vested Options or Warrant Documents representing Warrants, as applicable, together with the applicable letter of transmittal in the case of a holder of Warrants or the Vested Option Cancellation Agreement in the case of a holder of Vested Options, duly executed, and such other documents as may be required, the Paying Agent in the case of a holder of Warrants or the Surviving Corporation in the case of a holder of Vested Options will, as applicable, pay to such holder, cash in an amount equal to the following: (i) the product of (A) the number of Target Shares issuable pursuant to each Vested Option or Warrant evidenced by the delivered Vested Option Documents or Warrants Documents, as applicable; multiplied by (B) the Adjusted Per Share Cash Amount for such Vested Option or Warrant; and less (ii) any applicable withholding Taxes. (d) Immediately after the Paying Agent receives any funds for distribution to the Target Equityholders, including pursuant to Sections 2.4(e) or 2.7(d)(i) of this Agreement from the Parent, pursuant to Section 10.3 of this Agreement from the Shareholders’ Representative, pursuant to the Escrow Agreement from the Escrow Agent following the release of the Remaining Escrow, if any, the Paying Agent will pay to each Target Equityholder who satisfied the requirements set forth in Sections 2.5(b) or 2.5(c) of this Agreement, as applicable, cash in an amount, after subtraction of any applicable withholding Taxes, equal to the product of the following: (i) the quotient of (A) the funds delivered to the Exchange Paying Agent which remains undistributed by the Parent in satisfaction of any of the foregoing; divided by (B) the Total Target Share Number, multiplied by (ii) the number of Target Shares formerly held by (or formerly available for issuance to) such Target Equityholder. Any funds delivered to the Papyrus Stockholders one hundred eighty Paying Agent that are in excess of the amount that is required to be paid to Target Equityholders will promptly be paid over to the Surviving Corporation. (180e) The Parent will cause the Paying Agent to pay over to the Surviving Corporation any cash (including any earnings thereon) remaining 365 days after the Effective Time shall be delivered to Buyer, upon demandPaying Agent received any such amount, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter all Target Equityholders will be entitled to look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable (subject to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat and other similar laws) as general unsecured creditors with respect to any amounts then owed to such Target Equityholders pursuant to this Section 2, as applicable, payable upon surrender of certificate(s) representing his, her or similar lawits Target Shares or Vested Options Documents or Warrants Documents representing his, her or its Vested Options or Warrants, as applicable. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after At the Effective Time Time, (A) the Buyer will, or will cause the Surviving Corporation to, furnish to Durham, Evans, Jones & Pinegar, P.C. the paying agent engaged for purposes of this Agreement (xxx the "Exxxxxxx Paying Agent") a corpus consisting of cash which, together with the amount to be delivered by the Deposit Escrow Agent pursuant to (AS) stock certificates (issued 2(h)(ii)(a), is sufficient in the names aggregate for the Paying Agent to make full payment of the Papyrus Stockholders or their nominees) representing that number Stockholder Allocable Portion of whole the Merger Shares issuable Consideration to the Papyrus Stockholders equal holders of all of the outstanding Company Shares (other than any Dissenting Shares and less the applicable Post- Closing Escrow Amount to be paid to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, Post-Closing Escrow Agent and less the number of Merger Shares amounts to be deposited in withheld and paid to the Escrow Fund on such holder's behalf Internal Revenue Service pursuant to Article 7 hereof(S)2(j), and subject or deposited with the Post-Closing Escrow Agent pursuant to any adjustment in such number resulting from Section 2.4(f(S)2(j)) (the "Payment Fund"), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions instruction for its use) ), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent, in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 E to each record holder of outstanding Papyrus Company Shares for the holder to use in surrendering the certificates Certificates which represent his or its Papyrus represented such holder's Company Shares in exchange for against payment of such holder's Stockholder's Portion of the Merger Consideration payable (less, in the case of each Schedule I Stockholder, the amounts thereof to such holder. (iii) Upon surrender be paid to the Exchange Post-Closing Escrow Agent as part of a Papyrus Certificate for cancellationthe Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j) and, in the case of other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)). Each holder of Certificates theretofore evidencing Company Shares, upon proper surrender thereof to the Paying Agent together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions theretosuch transmittal form and any other documents required thereby, the holder of such Papyrus Shares shall shall, subject to (S) 2(j), be entitled to receive in exchange therefor therefore such holder's Stockholder's Portion of the Merger Consideration deliverable in respect of the Company Shares theretofore evidenced by the Certificates so surrendered (less, in the case of each Schedule I Stockholder, the amounts thereof to be paid to the Escrow Agent as part of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j) and, in the case of other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)). Upon such proper surrender, the Paying Agent shall, subject to (S) 2(j), promptly deliver such holder's Stockholder's Portion of the Merger Consideration to the relevant Company Stockholder (less, in the case of each Schedule I Stockholder, the amounts thereof to be paid to the Post-Closing Escrow Agent as part of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j) and, in the case of other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)). Until properly surrendered, Certificates formerly evidencing Company Shares shall be deemed for all purposes to evidence only the right to receive the applicable portion of the Merger Consideration as herein provided and subject to (S)(S) 2(i) and (j). No interest shall accrue or be paid on any cash payment upon surrender of Certificates which immediately prior to the Effective Time represented Company Shares. In the event of a permitted transfer of ownership of Company Shares, which is not registered in the transfer records of the Company, the applicable Stockholder's Portion of the Merger Consideration or portion thereof (less the applicable portion of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j), in the case of Schedule I Stockholders and, in the case of the other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)) may be paid to a transferee of a Certificate if such Certificate is presented to the Paying Agent accompanied by all documents required to evidence and effect such transfer and any evidence that any applicable stock transfer Taxes have been paid. Notwithstanding the foregoing, the Buyer will, if and to the extent requested by the Company or any Company Stockholder not less than three (3) Business Days prior to the Closing Date, make appropriate arrangements, subject to (S) 2(j), with the Paying Agent to enable the Stockholder's Portion of the Merger Consideration payable to such Holder. Upon delivery any Company Stockholder (less, in the case of such payment to the Papyrus each Schedule I Stockholder, the Papyrus Certificate so surrendered shall forthwith amount thereof to be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior paid to the Post-Closing Escrow Agent as part of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S) 2(j) and, in the case of the other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)), to be paid on the Effective TimeDate (including payment by wire transfer of immediately available funds), represented Papyrus upon surrender of the Certificates evidencing such Company Stockholder's Company Shares and such other documents as may be required by the Paying Agent. (ii) The Buyer may cause the Paying Agent to invest the cash included in the Payment Fund, to the extent such cash is not disbursed on the Effective Date, in certificates of deposit or money market funds; provided, however, that the terms and conditions of the investments shall be such as to permit the Paying Agent to make, subject to (S)(S) 2(i) and (j), prompt payment of the applicable portion of the Stockholder Allocable Portion of the Merger Consideration included in the Payment Fund as necessary. The Buyer may cause the Paying Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and the Buyer will be deemed from and cause the Surviving Corporation to replace promptly any portion of the Payment Fund which the Paying Agent loses through investments. (iii) 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 180 days after the Effective Time, for and thereafter all corporate purposesformer Company Stockholders shall only be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other than the payment of dividends, similar laws) as general creditors thereof with respect to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, payable upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment surrender of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, Certificates. The Buyer and the Surviving Corporation or any party hereto shall not be liable to any person holder of Certificates for any amount properly paid cash payable in respect thereof delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (viiiv) The Buyer shall cause the Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent.

Procedure for Payment. (ia) Immediately after the Effective Time Buyer will furnish to DurhamTime, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable and pursuant to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger SharesPaying Agent Agreement, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall Parent will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) substantially in the form of the attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 D to each record holder of outstanding Papyrus Shares Target Stock for the such holder to use in surrendering the certificates which represent his certificate(s) that represented his, her or its Papyrus Shares Target Stock against payment of that portion of the Merger Consideration to be issued in exchange for the Merger Consideration payable to such holdercertificate(s). (iiib) Upon the surrender of a certificate(s) representing Common Stock by a Common Holder (other than a Vested Option/Warrant Holder) to the Exchange Agent of a Papyrus Certificate for cancellationPaying Agent, together with such letter of transmittal and other documentstransmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other documents as may be required, the holder of such Papyrus Shares shall be entitled Paying Agent will pay to receive the Common Holder, in exchange therefor the Merger Consideration payable to for such Holder. Upon delivery of such payment certificate(s), cash in an amount equal to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership product of the number of full Merger Shares and shares evidenced by such certificate(s) times the cash consideration described in this Section 2.4(l)(iii)Per Share Common Cash Amount. (ivc) If any Papyrus Certificates shall have been lostUpon the surrender of a certificate(s) by a Preferred Holder to the Paying Agent, stolen or destroyedtogether with such letter of transmittal, duly executed, and such other documents as may be required, the Exchange Paying Agent shall issue will pay to the Preferred Holder, in exchange for such lostcertificate(s), stolen cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share Preferred Cash Amount. (d) Upon the surrender of all agreements, instruments and other documents previously representing Vested Options or destroyed Papyrus CertificatesWarrants, upon as applicable (the making "Vested Options/Warrants Documents"), together with such letter of an affidavit of that fact by the holder thereoftransmittal, duly executed, and such Merger Consideration other documents as may be required required, by a Vested Option/Warrant Holder to the Paying Agent, the Paying Agent will pay to the Vested Option/Warrant Holder, in exchange for the Vested Options/Warrants Documents, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to this Section 2.4such Vested Option or Warrant, as applicable, times the excess, if any, of the Per Share Common Cash Amount over the exercise price per share for the Common Stock issuable pursuant to such Vested Option or Warrant. (ve) Any Immediately after the Paying Agent receives the Remaining Escrow, if any, the Paying Agent will pay (i) to each Common Holder (other than a Vested Option/Warrant Holder) who satisfied the requirements set forth in Section 2.5(b) of this Agreement, cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share Escrow Amount, and (ii) to each Vested Option/Warrant Holder who satisfied the requirements set forth in Section 2.5(d) of this Agreement, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to such Vested Option or Warrant, as applicable, times the Per Share Escrow Amount. (f) Immediately after the Paying Agent receives the Remaining 2004 Earnout Payment, if any, the Paying Agent will pay (i) to each Common Holder (other than a Vested Option/Warrant Holder) who satisfied the requirements set forth in Section 2.5(b) of this Agreement, cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share 2004 Earnout Amount, and (ii) to each Vested Option/Warrant Holder who satisfied the requirements set forth in Section 2.5(d) of this Agreement, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to such Vested Option or Warrant, as applicable, times the Per Share 2004 Earnout Amount. (g) Immediately after the Paying Agent receives the Remaining 2005 Earnout Payment, if any, the Paying Agent will pay (i) to each Common Holder (other than a Vested Option/Warrant Holder) who satisfied the requirements set forth in Section 2.5(b) of this Agreement, cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share 2005 Earnout Amount, and (ii) to each Vested Option/Warrant Holder who satisfied the requirements set forth in Section 2.5(d) of this Agreement, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to such Vested Option or Warrant, as applicable, times the Per Share 2005 Earnout Amount. (h) The Parent may cause the Paying Agent to pay over to the Surviving Corporation any portion (including any earnings) of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) remaining 150 days after the Effective Time shall be delivered to Buyer, upon demandPaying Agent received each such amount, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter all former Holders will be entitled to look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable (subject to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat and other similar laws) as general creditors with respect to any Merger Consideration then owed to such former Holder, as applicable, payable upon surrender of certificate(s) representing his, her or similar lawits Target Stock. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (ia) Immediately after the Effective Time Date, the Buyer will cause the Surviving Corporation to furnish to Durham, Evans, Jones & Pinegar, P.C. the third party paying agent designated by the Buyer (xxx the "Exxxxxxx Paying Agent") an amount (Athe "Payment Fund") stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Stockholders equal to the product Merger Consideration less (i) Three Million Five Hundred Thousand Dollars ($3,500,000) of the Class A Merger Consideration (Ithe "Holdback Funds") the Exchange Ratio times and (IIii) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares amounts which need to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled withheld pursuant to Section 2.4(m1445 of the Code, if any, from the Merger Consideration for those Stockholders listed in Schedule 5.17(j), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares. Promptly thereafter, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Indus Shares (other than Dissenting Shares) for the holder to use in surrendering the certificates which represent his represented his, her or its Papyrus Indus Shares against payment of the Merger Consideration. No interest will accrue or be paid to the holder of any outstanding Indus Shares. The Buyer shall have no obligation to pay any amounts of Merger Consideration hereunder beyond the Payment Fund and the Holdback Funds as provided in exchange for Section 2.3(e). (b) The Buyer may cause the Paying Agent to invest the Payment Fund in one or more interest bearing accounts; provided, however, that the terms and conditions thereof shall be such as to permit the Paying Agent to make prompt payment of the Merger Consideration payable as necessary. The Buyer may cause the Paying Agent to such holderpay over to the Surviving Corporation any interest accrued on the Payment Fund. (iiic) Upon surrender The Buyer may cause the Paying Agent to pay over to the Exchange Agent Surviving Corporation any portion of a Papyrus Certificate for cancellationthe Payment Fund (including any accrued interest thereon) remaining six (6) months after the Effective Date, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Shares thereafter all former Stockholders shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment look to the Papyrus StockholderSurviving Corporation (subject to abandoned property, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrenderedescheat, each outstanding Papyrus Certificate that, prior and other similar laws) as general creditors thereof with respect to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment cash payable upon surrender of dividends, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii)their certificates. (ivd) If any Papyrus Certificates The Buyer shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, cause the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Paying Agent. (e) The Holdback Funds shall be released in accordance with the Holdback Agreement attached hereto as Exhibit D (the "Holdback Agreement").

Procedure for Payment. (i) Immediately after At the Effective Time Buyer will furnish to DurhamClosing, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in and against the names surrender by the Parent Company of the Papyrus Stockholders stock certificate or their nominees) certificates representing that number of whole Merger the Company Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificatess.7.01 hereof, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Shares for the holder to use in surrendering the certificates which represent his or its Papyrus Shares in exchange for the Merger Consideration payable shall be paid by the Buyer to such holder.the Parent Company as follows: (iiia) Upon surrender the Deposit (exclusive of any interest accrued thereon) shall be credited against the Merger Consideration and deemed paid by the Buyer to the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed Parent Company upon the disbursement thereof to the Parent Company in accordance with the instructions thereto, Escrow Agreement; (b) the holder of such Papyrus Shares sum $3,525,000 shall be entitled paid by the Buyer to receive the Parent Company by wire transfer of immediately available funds to a bank account designated in exchange therefor writing by the Parent Company; (c) the sum of $425,000 shall be paid by the Buyer on behalf of the Parent Company to BT Alex Brown Incorporated by wire txxxxxxx xx immediately available funds to a bank account designated in writing by BT Alex Brown Incorporated, which amxxxx xxxxx be credited against the Merger Consideration and deemed paid by the Buyer to the Parent Company; and (d) the sum of $200,000 (the "J.W. Childs Holdback") shall be dxxxxited at the Closing into an interest-bearing escrow account maintained with or by an escrow holder mutually acceptable to the Parties the ("J.W. Childs Holdback Agent") pursxxxx to the terms of the Holdback Escrow Agreement, to be used solely for the purpose of indemnifying Buyer as provided in ss.9.03(a)(i). The remaining balance of the J.W. Childs Holdback (after any axx xll reductions for the amounts payable to the Buyer pursuant to ss.9.03(a)(i), and upon the J.W. Childs Holdback Agent's recexxx of Buyer's and the Parent Company's joint written instructions), together with all interest accrued on such Holder. Upon delivery of such payment holdback, shall be released to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership Parent Company upon Final Resolution of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii)J.W. Childs Litigation. (ive) If the sum of $350,000 (the "Leasehold Consent Holdback") shall be deposited at the Closing into an interest-bearing escrow account maintained with or by an escrow holder mutually acceptable to the Parties (the "Leasehold Consent Holdback Agent", together with the J.W. Childs Holdback Agent, the "Xxxxback Agent") pursuant to the terms of the Holdback Escrow Agreement, to be used solely for the purposes of indemnifying Buyer as provided in ss.9.03(a)(ii). The remaining balance of the Leasehold Consent Holdback (after any Papyrus Certificates reductions for the amounts payable to Buyer pursuant to ss.9.03(a)(ii), and upon the Leasehold Consent Holdback Agent's receipt of Buyer's and the Parent Company's joint written instructions), together with all interest accrued thereon, shall be released to the Parent Company on the earlier of (i) the one-year anniversary date of the Closing, or (ii) Buyer's receipt of each leasehold consent it shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be reasonably required pursuant to this Section 2.4ss.6.01 below. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time At Closing, Buyer will furnish deliver to Durham, Evans, Jones Xxxxx & PinegarXxxxxxx, P.C. (xxx the "Exxxxxxx Exchange Agent") (A) stock certificates (issued in the names of the Papyrus Target Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Target Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Target Shares held of record by each Papyrus Target Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Target Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus the Target Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) Shares and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Target Shares for the holder to use in surrendering the certificates which represent his or its Papyrus Target Shares in exchange for the Merger Consideration payable to such holder. (iii) Upon surrender to the Exchange Agent of a Papyrus Target Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Target Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Target Stockholder, the Papyrus Target Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Target Certificate that, prior to the Effective Time, represented Papyrus Target Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, which shall be paid in full upon surrender of such Target Certificate or affidavit of lost certificate as described below, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Target Certificates shall have been lost, stolen or destroyed, the Exchange Agent Buyer shall issue cause to be issued in exchange for such lost, stolen or destroyed Papyrus Target Certificates, upon the making of an affidavit of that fact by the holder thereofthereof in form acceptable to Buyer, such Merger Consideration as may be required pursuant to this Section 2.4; provided, however, that any such affidavit shall include a covenant by such Target Stockholder indemnifying Buyer for any claim that may be made against Buyer, the Surviving Corporation or the Exchange Agent with respect to the Target Certificates alleged to have been lost, stolen or destroyed. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Target Stockholders one hundred eighty (180) days 180)days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Target Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time Buyer will furnish to DurhamAt Closing, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in the names WellComm will deliver to I-trax a certified list of the Papyrus Stockholders or their nominees) representing that number all record holders of whole Merger Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) outstanding WellComm Shares, including each such holder's name, address and the number of outstanding Papyrus WellComm Shares held of record by each Papyrus Stockholderowned, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable each WellComm Stockholder of record will deliver to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail I-trax a completed letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, C together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Shares for the holder to use in surrendering the applicable stock certificates which represent represented his or its Papyrus Shares WellComm Shares, (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 portion of the Cash Consideration in exchange an amount equal to $150,000 (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 Consideration payable (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 event the amounts paid to I-trax pursuant to Sections 2(i) 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 WellComm Stockholders, and (B) 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 holderclaim or claims are finally resolved at which time the WellComm Representative will 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. (iii) Upon surrender I-trax will not pay any dividend or make any distribution on I-trax Shares (with a record date at or after the Effective Time) to any record holder of outstanding WellComm Shares until the holder surrenders for exchange his or its certificates which represented WellComm Shares. I-trax instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder pending surrender and exchange. No holder of such Papyrus outstanding WellComm Shares will be entitled to any interest or earnings on the dividend or distribution pending receipt. (iv) I-trax may cause the Exchange Agent to return to I-trax any I-trax Shares and dividends and distributions thereon, and any undistributed Cash Consideration, remaining unclaimed two hundred forty (240) days after the Effective Time, and thereafter each remaining record holder of outstanding WellComm Shares shall be entitled to receive in exchange therefor the Merger Consideration payable look to such Holder. Upon delivery of such payment I-trax (subject to the Papyrus Stockholderabandoned property, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrenderedescheat, each outstanding Papyrus Certificate thatand other similar laws) as a general creditor thereof with respect to I-trax Shares and dividends and distributions thereon, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividendsany undistributed Cash Consideration, to evidence the ownership which he or it is entitled upon surrender of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen his or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4its certificates representing former WellComm Shares. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer I-trax shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (ia) Immediately after the Effective Time Buyer will furnish to Durham, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger SharesTime, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall Parent will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) substantially in the form of the attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 D to each record holder of outstanding Papyrus Shares Target Stock for the such holder to use in surrendering the certificates which represent his certificate(s) that represented his, her or its Papyrus Shares Target Stock against payment of that portion of the Merger Consideration to be issued in exchange for the Merger Consideration payable to such holdercertificate(s). (iiib) Upon the surrender of a certificate(s) by a Series D Holder to the Exchange Agent of a Papyrus Certificate for cancellationPaying Agent, together with such letter of transmittal and other documentstransmittal, duly completed executed, and validly executed in accordance with such other documents as may be required, within five business days the instructions theretoPaying Agent will pay to the Series D Holder, the holder of such Papyrus Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to for such Holder. Upon delivery of such payment certificate(s), cash in an amount equal to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership product of the number of full Merger Shares and shares evidenced by such certificate(s) times the cash consideration described in this Section 2.4(l)(iii)Per Share Series D Cash Amount. (ivc) If any Papyrus Certificates shall have been lostImmediately after the Paying Agent receives the Remaining Escrow, stolen or destroyedif any, the Exchange Paying Agent shall issue will pay to each Series D Holder who satisfied the requirements set forth in exchange for Section 2.5(b) of this Agreement cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share Series D Escrow Amount. (d) The Parent may cause the Paying Agent to pay over to the Surviving Corporation any portion (including any earnings) of the Merger Consideration remaining 150 days after the Paying Agent received each such amount, and thereafter all former Series D Holders will be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) as general creditors with respect to any Merger Consideration then owed to such former Series D Holder, as applicable, payable upon surrender of certificate(s) representing his, her or its Target Stock (or the affidavit of lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration stock certificate as may be required described and pursuant to this the terms of Section 2.4. (v2.6(c) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law). (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after At the Effective Time Buyer Closing, Parent will furnish to Durhamdeposit, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares cause to be deposited with U.S. Bank, National Association (the “Exchange Agent”) in cash (the “Payment Fund”) an amount sufficient in the Escrow Fund on such holder's behalf pursuant aggregate for the Exchange Agent to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount make full payment of the Cash Payment which such holder has the right to receive amounts due at Closing in accordance with Section 2.4(e2(e)(v) in respect (assuming compliance with the terms hereof by all holders of Papyrus Shares formerly evidenced Company Shares) and Section 2(e)(vii) (assuming compliance with the terms hereof by such tendered certificateall holders of Company Options and Company Warrants, (2) any dividends or other distributions to which such holder is entitled pursuant to including Section 2.4(m2(e)(vii)(C), (3) cash (without interest) in respect of fractional shares ). As soon as provided in Section 2.4(i)practicable following the Closing, and in any event within five (45) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f)Business Days thereafter, and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may F (a “Letter of Transmittal”) to be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 mailed to each record holder of outstanding Papyrus Company Shares for the holder to use in surrendering the certificates which represent his that represented his, her, or its Papyrus Company Shares in exchange for against payment of the Merger Consideration payable to amount due such holder. (iii) . Upon surrender of certificates by a holder representing his, her, or its Company Shares for cancellation to Parent or the Exchange Agent of a Papyrus Certificate for cancellationAgent, together with such letter a Letter of transmittal and other documentsTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holder Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8), the holders of such Papyrus Shares certificates shall be entitled to receive in exchange therefor a certified check or wire transfer in the amount of U.S. dollars representing the applicable portion of the Merger Consideration payable that such holders have the right to such Holder. Upon delivery of such payment receive at the Closing pursuant to Section 2(e)(v), and the Papyrus Stockholder, the Papyrus Certificate certificates so surrendered shall forthwith be canceledcancelled. Until so surrenderedAny Company Stockholder that surrenders certificates representing his, each outstanding Papyrus Certificate thather, prior or its Company Shares for cancellation, together with a Letter of Transmittal, in accordance with the preceding sentence shall be entitled to be paid the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any applicable portion of the Merger Consideration delivered that such holder has the right to receive at the Closing pursuant to Section 2(e)(v) at the Closing. No interest will accrue or be paid to the holder of any outstanding Company Shares. (ii) The Exchange Agent which remains undistributed to shall hold the Papyrus Stockholders one hundred eighty (180) days after cash in the Effective Time shall be delivered to Buyer, upon demand, Payment Fund in trust and any Papyrus Stockholders who have not previously complied pay out such cash in accordance with this Section 2.4 2. Any interest produced by cash deposited into the Payment Fund shall thereafter look only be payable to Buyer the Surviving Corporation or Parent, as directed by Parent. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, incurred in connection with the exchange of Company Shares for payment of their claim for the Merger Consideration. (viiii) Notwithstanding anything Parent may cause the Exchange Agent to the contrary in this Agreement, none pay over to Surviving Corporation any portion of the Exchange AgentPayment Fund remaining five (5) Business Days after the six-month anniversary of the Effective Time, the and thereafter all former stockholders shall be entitled to look to Surviving Corporation or any party hereto shall be liable (subject to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or escheat, and other similar lawlaws) as general creditors thereof with respect to the cash upon surrender of their certificates. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.