Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (ia) As With respect to Certificates, as promptly as reasonably practicable (but in any event within five Business Days) after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are each such Certificate (Ai) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares a Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.2(f)3.7) to the Exchange Agent or the surrender transfer of such Book-Entry Shares not held through DTC (each, a “Non-DTC Book-Entry Share”) to the Paying Exchange Agent (which shall be deemed including customary provisions with respect to have been effected upon the delivery of a customary an “agent’s message” with respect to such Non-DTC Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and or the Company Exchange Agent may reasonably agree), specify) (the “Letter of Transmittal”) and (2ii) instructions for effecting the surrender of the Certificates surrendering a Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.2(f)3.7) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock aggregate Merger Consideration payable in respect thereof to the Exchange Agent. Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly completed and validly executed Letter of Transmittal in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, Parent shall cause the Exchange Agent to mail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (A) a statement reflecting the number of whole shares of Parent Common Stock, if any, that such holder is entitled to receive in non-certificated book-entry form pursuant to Article II in the name of such record holder and (B) a check in the amount (after giving effect to any required Tax withholdings as a result provided in Section 3.8) of (x) any cash in lieu of fractional shares that such holder is entitled to receive pursuant to Section 3.5 plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the Merger right to receive pursuant to this Article IVIII. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent. (b) With respect to Non-DTC Book-Entry Shares, as promptly as reasonably practicable (but in any event within five Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Non-DTC Book-Entry Share (i) a Letter of Transmittal and (ii) instructions for transferring the Non-DTC Book-Entry Shares in exchange for the aggregate Merger Consideration payable in respect thereof to the Exchange Agent. Upon surrender to the Exchange Agent of Non-DTC Book-Entry Shares by book-receipt of an “agent’s message” by the Exchange Agent in accordance with the terms of the Letter of Transmittal and accompanying instructions, Parent shall cause the Exchange Agent to mail to each holder of record of any such Non-DTC Book-Entry Shares in exchange therefore, as promptly as reasonably practicable (but in any event within five Business Days) after the Effective Time, (A) a statement reflecting the number of whole shares of Parent Common Stock, if any, that such holder is entitled to receive in non-certificated book-entry form pursuant to Article II in the name of such record holder and (B) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 3.8) of (x) any cash in lieu of fractional shares that such holder is entitled to receive pursuant to Section 3.5, plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. (c) With respect to Book-Entry Shares held, directly or indirectly, held through DTC, Parent and the Company and Parent shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees Exchange Agent and such other necessary or desirable third-party intermediaries DTC to ensure that the Paying Exchange Agent shall will transmit to DTC or its nominees as promptly soon as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parentprocedures, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock aggregate Merger Consideration to which the beneficial owners thereof are issuable and payable in respect thereof, cash in lieu of fractional shares that such holder is entitled to receive as a result of pursuant to Section 3.5, if any, and any unpaid cash dividends and any other dividends or other distributions, in each case, that such holder has the Merger right to receive pursuant to this Article IVIII. (iiid) Upon surrender No interest will be paid or accrued on any amount payable for Eligible Shares pursuant to the Paying Agent of Eligible Common Shares that this Article III. (Ae) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu If payment of the Certificates, as provided Merger Consideration is to be made to a Person other than the Person in Section 4.2(f)) together with whose name the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are surrendered Certificate or Book-Entry Shares not held through DTCShare is registered, by book-receipt it shall be a condition of an “agent’s message” by the Paying Agent payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in connection with the surrender of Book-Entry Shares (proper form for transfer or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as Share shall be properly transferred and that the Paying Agent may reasonably request pursuant to the terms Person requesting such payment shall have paid any transfer and conditions other Taxes required by reason of the Paying Agent Agreement), in each case payment of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant Merger Consideration to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such a Person other procedures as agreed by than the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the registered holder of such Certificate or Book-Entry Share or shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal have established to the product obtained by multiplying (1) the number satisfaction of Eligible Common Shares represented by Parent that such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that Tax is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Companypayable. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than three (3) within five Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree)agree as applicable, and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iiiSection 4.2(b)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i4.2(b)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Sharesholders, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (ia) As promptly as practicable Promptly after the Effective Time (but and in no any event later than within three (3) Business Days thereafter), Parent the Surviving Entity shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are any (Ai) Certificates or (Bii) Book-Entry Shares not held, directly or indirectly, held through DTC The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, which notice shall include including (1A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)3.7) or transfer of the surrender of such Book-Entry Shares to the Paying Exchange Agent (which shall be deemed including customary provisions with respect to have been effected upon the delivery of a customary an “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent AgreementShares), as applicable (such materials to be in such form and have such other provisions as Parent and desires with approval of the Company may reasonably agree(such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (2B) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such transferring the Book-Entry Shares to the Paying Exchange Agent in exchange for the Per Share Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock Merger Consideration that and any dividends or distributions, in each case, to which such holder is holders are or may be entitled to receive as a result of the Merger pursuant to the terms of this Article IV. (ii) Agreement. With respect to Book-Entry Shares held, directly or indirectly, held through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees Exchange Agent and such other necessary or desirable third-party intermediaries DTC to ensure that the Paying Exchange Agent shall will transmit to DTC or its nominees as promptly as practicable on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Effective TimeClosing Date), upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parentprocedures, the CompanyMerger Consideration, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share any cash in lieu of fractional shares of Parent Common Stock Merger Consideration and any dividends or distributions, in each case, to which the beneficial owners thereof are or may be entitled to receive as a result of the Merger pursuant to the terms of this Article IVAgreement. (iiib) Upon surrender to the Paying Exchange Agent of Eligible Common Shares that (Ai) are Certificatesa Certificate, by physical surrender of such Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificatesa Certificate, as provided in Section 4.2(f3.7), or (ii) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are a Book-Entry Shares not held through DTCShare, by book-receipt of an “agent’s message” by the Paying Exchange Agent in connection with the surrender transfer of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to in accordance with the terms and conditions of the Paying Agent Agreement)Letter of Transmittal and accompanying instructions or, in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant with respect to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, held through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, Exchange Agent and DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)3.8, (i) equal to the product obtained by multiplying (1) the that number of Eligible whole shares of Parent Common Shares represented by Stock that such Certificates holder is entitled to receive pursuant to Article II and (or affidavits ii) a check in the amount of loss (A) any cash in lieu of fractional shares payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the Certificatesright to receive pursuant to Section 3.3. (c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, as provided in Section 4.2(f)) and any Certificate or such ledger entry relating to Book-Entry Shares by (2) the Per Share formerly representing Company Common Stock Merger Consideration, and each Certificate Shares that have been so surrendered shall forthwith be cancelledcancelled by the Exchange Agent. (ivd) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger records of the Company, the proper number of shares of Parent Common Stock, together with a check for any cash in lieu of fractional shares pursuant to Section 3.5 (after giving effect to any required Tax withholdings as provided in Section 3.8) to be exchanged paid upon due surrender of the Certificate and any such Certificate other dividends or Certificates distributions pursuant to Section 3.3, may be issued and/or paid to such a transferee if the Certificate or Certificates formerly representing such Eligible Shares is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Exchange Agent. Payment of the Per Share Common Stock Merger Consideration with With respect to Book-Entry Shares Shares, payment of the applicable Merger Consideration and any cash in lieu of fractional shares pursuant to Section 3.5 and any dividends or other distributions pursuant to Section 3.3 shall only be made only to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the CompanyCompany as of the Effective Time. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (ia) As promptly as practicable Promptly after the Effective Time (but and in no any event later than three (3) within four Business Days thereafter), Parent TMLP shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares Units or TexNew Mex Units, as applicable, that are (Ai) Certificates or (Bii) Book-Entry Shares Units not held, directly or indirectly, held through DTC The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, which notice shall include including (1A) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares Units shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)4.7) or transfer of the surrender of such Book-Entry Shares Unit to the Paying Exchange Agent (which shall be deemed including customary provisions with respect to have been effected upon the delivery of a customary an “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent AgreementUnits), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agreeTMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (2B) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such transferring the Book-Entry Shares Units to the Paying Exchange Agent in exchange for the Per Share Merger Consideration, cash in lieu of fractional units of TMLP Common Stock Merger Consideration that Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holder is holders are entitled to receive as a result of the Merger pursuant to the terms of this Article IV. (ii) Agreement. With respect to Book-Entry Shares held, directly or indirectly, Units held through DTC, Parent TMLP and the Company WMLP shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees Exchange Agent and such other necessary or desirable third-party intermediaries DTC to ensure that the Paying Exchange Agent shall will transmit to DTC or its nominees as promptly as practicable on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Effective TimeClosing Date), upon surrender of Eligible Common Shares Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parentprocedures, the CompanyMerger Consideration, the Paying AgentTexNew Mex Unit Consideration, DTCas applicable, DTC’s nominees cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and such other necessary or desirable third-party intermediariesdistributions, the Per Share Common Stock Merger Consideration in each case, to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to the terms of this Article IVAgreement. (iiib) Upon surrender to the Paying Exchange Agent of Eligible Common Shares Units or TexNew Mex Units, as applicable, that (A) are Certificates, by physical surrender of such Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificatesa Certificate, as provided in Section 4.2(f)4.7) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) or that are Book-Entry Shares not held through DTCUnits, by book-receipt of an “agent’s message” in customary form by the Paying Exchange Agent in connection with the surrender transfer of Book-Entry Shares (or such other reasonable evidenceUnits, if anyin accordance with the terms of the Letter of Transmittal and accompanying instructions or, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, Units held through DTC, in accordance with DTC’s customary surrender procedures (it being understood that the holders of Book-Entry Units shall be deemed to have surrendered such units upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably -20- US-DOCS\87676517.23 request) and such other procedures as agreed by the Company, ParentWMLP Parties, the Paying AgentTMLP Parties, the Exchange Agent and DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share Units shall be entitled to receive in exchange therefor, therefor (i) that number of whole units of TMLP Common Units that such holder is entitled to receive pursuant to Section 3.1 and Parent shall cause (ii) a check in the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)4.8) equal to the product obtained by multiplying (1A) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss any cash in lieu of fractional units payable pursuant to Section 4.5 plus (B) any unpaid non-stock distributions and any other distributions that such holder has the Certificatesright to receive pursuant to Section 4.3. (c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Units or TexNew Mex Units, as provided in Section 4.2(f)) applicable, and any Certificate or such ledger entry relating to Book-Entry Shares by (2) the Per Share Units formerly representing WMLP Common Stock Merger ConsiderationUnits or TexNew Mex Units, and each Certificate as applicable, that have been so surrendered shall forthwith be cancelledcancelled by the Exchange Agent. (ivd) In the event of a transfer of ownership of any Certificate certificated Eligible Units that is not registered in the stock transfer books or ledger records of WMLP, the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger proper number of the CompanyTMLP Common Units, together with a check for any cash (after giving effect to any required Tax withholdings as provided in Section 4.8) to be exchanged paid upon due surrender of the Certificate and any such Certificate or Certificates distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate or Certificates formerly representing such Eligible Units is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer unit transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Exchange Agent. Payment of the Per Share Common Stock Merger Consideration with With respect to Book-Entry Shares Units, payment of the applicable Merger Consideration or TexNew Mex Unit Consideration, as applicable, and any cash in lieu of fractional units payable pursuant to Section 4.5 and any distributions pursuant to Section 4.3 shall only be made to the Person in whose name such Book-Entry Shares Units are registered in the stock unit transfer books or ledger of the CompanyWMLP. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but in no event later than three (3) Business Days thereafterbusiness days), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares”) and whose Shares not held, directly or indirectly, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that agents as may be appointed by Parent or the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective TimeSurviving Corporation, upon surrender together with such letter of Eligible Common Shares held of record by DTC or its nominees transmittal duly completed and validly executed in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executedinstructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and Parent the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall cause the be forthwith cancelled. The Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but and in no event later than any event, within three (3) Business Days thereafter), Parent shall will cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger“Certificates”), which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which will specify that delivery shall will be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass (if any) will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidenceAgent, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to will otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu exchange for payment of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares Merger Consideration. Upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Per Share Common Stock Person requesting such payment will have paid any transfer or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent that such Taxes either have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“Book-Entry Shares”) shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive as a result receive. In lieu thereof, each registered holder of the Merger pursuant to this Article IV. one (ii1) With respect to or more Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after automatically upon the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall Time be entitled to receive in exchange thereforreceive, and Parent the Surviving Corporation shall cause the Paying Agent to pay and deliverdeliver as soon as reasonably practicable after the Effective Time (and in any event, out of within three (3) Business Days thereafter), the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or Merger Consideration payable for each such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying AgentShare. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered in registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the stock transfer books or ledger of Effective Time to represent only the Companyright to receive the Merger Consideration as contemplated by this Agreement. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall, and shall cause the Paying Surviving Corporation to, cause the Exchange Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares that are (Athe “Certificates”) Certificates or non-certificated Company Shares represented by book-entry (B) “Book-Entry Shares”) and whose Company Shares not held, directly or indirectly, through DTC notice advising such were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (including holders of the effectiveness of the Merger, which notice shall include Company Restricted Shares or Company RSUs that are accelerated pursuant to Section 2.4(e)) (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result payment of the Merger Consideration issuable and payable in respect of such Company Shares pursuant to this Article IV. (ii) With Section 2.1, including any amount payable in respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender procedures Section 2.6, and such any dividends or other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common distributions on shares of Parent Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) in accordance with Section 2.2(f). Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates a Certificate (or affidavits an affidavit of loss in lieu of thereof) or Book-Entry Share for cancellation to the CertificatesExchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, as provided in Section 4.2(f)) together with the such letter of transmittal, transmittal duly completed and executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent shall cause Stock in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the Paying Agent to pay and deliver, out of surrendering holder) within five (5) business days following the Exchange FundAgent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as promptly as practicable to letter of transmittal and such holders other documents, and the Certificate (or affidavit of Eligible Common Shares, an amount loss in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)lieu thereof) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, including any amount payable upon the surrender in respect of Fractional Share Consideration in accordance with Section 2.6, and any Eligible Common Sharesdividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f), without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but and in no event later than three any event, within five (35) Business Days thereafter), Parent shall will cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which will specify that delivery shall will be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass (if any) will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidenceAgent, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to will otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)require, the holder of such Certificate Certificates or Book-Entry Share shall Shares will be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by (2) such Certificates or Book-Entry Shares. If payment of the Per Share Common Stock Merger ConsiderationConsideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, and each it will be a condition precedent of payment that the Certificate so surrendered shall forthwith will be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or will be otherwise in proper form for surrender transfer, and presented the Person requesting such payment will have paid any transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent, accompanied by all documents required to evidence and effect Agent that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, payable. Any other transfer or similar Taxes incurred in each case, in form and substance, reasonably satisfactory to Parent and connection with the Paying AgentTransactions contemplated by this Agreement will be paid by Parent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in the stock transfer books or ledger of the Companycash as contemplated by this Agreement, without interest. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the applicable Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares applicable Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership . If payment of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the applicable Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after After the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are and (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title upon surrender to the Certificates or Exchange Agent of Company Shares (other than Excluded Company Shares) that are Certificates, by physical surrender of such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits affidavit of loss in lieu of the Certificatesa Certificate, as provided in Section 4.2(f4.2(h)) or in accordance with the surrender terms of such Book-the letter of transmittal and accompanying instructions, (B) upon the transfer of Company Shares (other than Excluded Company Shares) that are Book Entry Company Shares to not held through DTC, in accordance with the Paying Agent terms of the letter of transmittal and accompanying instructions (which shall be deemed to have been effected upon including the delivery of a customary an “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)”) or such Book-(C) upon the transfer of Company Shares (other than Excluded Company Shares) that are Book Entry Company Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, held through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTCincluding by delivery of an “agent’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees message,” in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, Exchange Agent and DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share Company Shares shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Paying Exchange Agent to pay and deliver, out of the Exchange Fund, deliver in exchange thereof as promptly as practicable to such holders of Eligible Common Sharespracticable, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common certificates of Parent Shares represented by or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such Certificates holder has a right to receive pursuant to Section 4.1(a), (2) any dividends or affidavits of loss other distributions payable pursuant to Section 4.2(d), and (3) any cash in lieu of the Certificates, as provided in fractional shares of Parent Shares payable pursuant to Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelledif applicable. (ivii) In the event of a transfer of ownership of any Certificate Company Shares that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger records of the Company, a check for the Exchange Agent may make payment of the proper amount of Per Share Merger Consideration (and, to the extent applicable, cash in lieu of fractional shares pursuant to Section 4.2(f) or any cash dividends or distributions pursuant to be exchanged upon due surrender of any such Certificate or Certificates may be issued Section 4.2(d)) to such a transferee if (A) in the Certificate or Certificates is or case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Exchange Agent. Payment of If any Parent Shares are to be delivered to a Person other than the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person holder in whose name such Book-Entry any Company Shares are registered in registered, it shall be a condition of such exchange that the stock Person requesting such delivery shall pay any transfer books or ledger other similar Taxes required by reason of the Companytransfer of Parent Shares to a Person other than the registered holder of any Company Shares, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicable. (viii) For the avoidance of doubt, no No interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares accrue on any amount cash payable upon the surrender of the Company Shares. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent. (iv) Parent, Merger Sub, the Surviving Corporation, the Exchange Agent and any Eligible Common Sharesother third-party paying agent (each a “Payor”) shall each be entitled to deduct and withhold, or cause to be deducted and withheld, from any consideration otherwise payable pursuant to this Agreement such amounts as a Payor is required to deduct and withhold with respect to such consideration under the Code or any other applicable provision of state, local or foreign Law. To the extent that amounts are so withheld or deducted by a Payor and timely remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall will cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or (B) Book-Entry Shares not heldShares, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which will specify that delivery shall will be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass will pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidenceAgent, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to will otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in accordance with DTC’s customary surrender procedures and full satisfaction of all rights pertaining to Shares formerly represented by such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate Certificates or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out Shares. If payment of the Exchange FundMerger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, as promptly as practicable to such holders it will be a condition precedent of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to payment that the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith will be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or will be otherwise in proper form for surrender transfer, and presented the Person requesting such payment will have paid any transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent, accompanied by all documents required to evidence and effect Agent that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, payable. Any other transfer or similar Taxes incurred in each case, in form and substance, reasonably satisfactory connection with the transactions contemplated by this Agreement will be paid by the Person required to Parent and the Paying Agentmake such payment by applicable Law. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in the stock transfer books or ledger of the Companycash as contemplated by this Agreement, without any interest accruing thereon. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. Parent shall instruct, and use reasonable best efforts to cause, the Exchange Agent to send, no later than the third (i3rd) As promptly as practicable after Business Day following the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (Aa Certificate whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a) Certificates or (B) and, if reasonably deemed customary and necessary by the Exchange Agent, to each holder of record of Book-Entry Shares not held, directly or indirectly, through DTC whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a): (i) notice advising such holders of the effectiveness of the Merger, which notice shall include Merger and (1ii) appropriate customary transmittal materials and instructions for surrendering such Certificates (including a or affidavits of loss in lieu of such Certificates, as provided in Section 2.2(f)) and, if reasonably deemed customary letter and necessary by the Exchange Agent, such Book-Entry Shares to the Exchange Agent, in exchange for the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article II and any cash in lieu of transmittal) specifying fractional shares to which such holder is entitled pursuant to Section 2.4. Such materials shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f2.2(f)) to the Exchange Agent. Notwithstanding anything to the contrary set forth in this Agreement, unless otherwise reasonably deemed customary and necessary by the Exchange Agent, no holder of Book-Entry Shares whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a) shall be required to deliver a Certificate or the letter of transmittal in respect of such Book-Entry Shares or surrender of such Book-Entry Shares to the Paying Agent (which shall be Exchange Agent. In lieu thereof, unless additional procedures are reasonably deemed to have been effected upon customary and necessary by the delivery of a customary “agent’s message” with respect to Exchange Agent, each such Book-Entry Shares or such other reasonable evidenceShare shall automatically, if anyupon the Effective Time, of such surrender as the Paying Agent may reasonably request pursuant be entitled to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree)receive, and (2) instructions for effecting Parent shall instruct, and use reasonable best efforts to cause, the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares Exchange Agent to the Paying Agent pay and deliver in exchange for therefor, no later than the third (3rd) Business Day following the Effective Time, the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect II and any cash in lieu of fractional shares to which such holder is entitled pursuant to Section 2.4, and such Book-Entry Shares heldshall be cancelled. At the Effective Time, directly or indirectly, through DTC, Parent and the stock transfer books of the Company shall cooperate to establish procedures with will be closed, and thereafter no further registration of transfers of shares of Company Common Shares will be made on the Paying Agent, DTC, DTC’s nominees records of the Company. From and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures each Certificate, until so surrendered, and such other procedures as agreed by Parenteach Book-Entry Share, until paid, shall evidence only the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, right to receive the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be Share, as applicable, is entitled to receive in exchange thereforpursuant to this Article II, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in including any cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in fractional shares to which such holder is entitled pursuant to Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled2.4. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a Certificate or non-certificated Shares that are represented by book-entry (A) Certificates or (B) “Book-Entry Shares”), in each case whose Shares not held, directly or indirectly, through DTC notice advising such holders of were converted into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and the Company may reasonably agree), specify after consultation with the Company; and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be reasonably required by the Paying Agent, (B) are the holder of such Certificates or Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Paying Agent to pay and deliver, out portion of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to Aggregate Merger Consideration into which the product obtained by multiplying (1) the number of Eligible Common Shares formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Considerationwere converted pursuant to Section 2.1(a), and each Certificate the Certificates so surrendered shall forthwith be cancelled. (iv) . In the event of a transfer of ownership of any Certificate Company Common Stock that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger records of the Company, a check for any cash to payment may be exchanged upon due surrender of any such Certificate or Certificates made and Merger Consideration may be issued to such a transferee if Person other than the Person in whose name the Certificate or Certificates so surrendered is or are (as applicable) registered, if such Certificate shall be properly endorsed and or shall otherwise be in proper form for surrender transfer and presented the Person requesting such payment shall pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or shall establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in registered. Until surrendered as contemplated by this Section 2.2, each Certificate and each Book-Entry Share shall be deemed at any time after the stock transfer books or ledger Effective Time to represent only the right to receive the portion of the Company. (v) For Aggregate Merger Consideration into which the avoidance of doubt, no Shares theretofore represented by such Certificate or such Book-Entry Shares have been converted pursuant to Section 2.1(a). No interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares accrue on any amount cash payable upon the surrender of any Eligible Common SharesCertificate or Book-Entry Share.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but and in no any event later than three (3) within two Business Days thereafterthereafter or such longer period as may be required by the Paying Agent), Parent the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are as of immediately prior to the Effective Time (other than Excluded Shares) (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC a notice advising such holders of the effectiveness of the Merger, which notice shall include (1B) appropriate transmittal materials (including a customary letter of transmittaltransmittal (the “Letter of Transmittal”) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Certificates, Share Certificates as provided in Section 4.2(f4.02(f)) or the surrender transfer of such Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidenceAgent, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and desires with approval of the Company may reasonably agree(such approval not to be unreasonably withheld, conditioned or delayed), and (2C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Certificates, Share Certificates as provided in Section 4.2(f4.02(f)) or such Book-Entry Shares to the Paying Agent in exchange for payment of the Per Share Common Stock aggregate Merger Consideration that to which such holder is holders are entitled to receive as a result of the Merger pursuant to the terms of this Article IVAgreement. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV4. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Share Certificates (or affidavits of loss in lieu of the Certificates, Share Certificates as provided in Section 4.2(f4.02(f)) ), together with the letter Letter of transmittalTransmittal, duly completed and executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreementrequest), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iiiSection 4.02(c)(iii), pursuant to such materials and instructions as contemplated by Section 4.2(c)(i4.02(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-third party intermediaries pursuant to Section 4.2(a)(i4.02(c)(ii), the holder of such Certificate Share Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Funddeliver to each such holder, as promptly as reasonably practicable to such holders of Eligible Common Sharesafter the Effective Time, an a check in the amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g4.02(h)) equal of cash that such holder has the right to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in receive pursuant to Section 4.2(f4.01(a)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (v) In the event of a transfer of ownership of any Certificate Shares that is not registered in the stock transfer books or ledger records of the Company Company, or if the consideration payable Merger Consideration is to be paid in a name other than that in which the Share Certificate or Certificates surrendered or transferred in exchange therefor are thereof is registered in the stock transfer books or ledger records of the Company, a check for any cash to be exchanged paid upon due surrender of any such Certificate or the Share Certificates may be issued to such a transferee if the Certificate or Share Certificates is or formerly representing such Shares are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable Transfer stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, substance reasonably satisfactory to Parent and the Paying Agent. (vi) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Share Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 4. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person Persons in whose name such Book-Entry Shares are registered in the stock transfer books or ledger records of the Company. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are which were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (Ai) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu transfer of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits transfer of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon (A) surrender of Certificates for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required or (B) receipt by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt Agent of an “agent’s message” by in the Paying Agent in connection with the surrender case of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement)and, in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii)case, pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures documents as agreed may be required by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits Book-Entry Shares, payable net to the holder in cash, without interest, subject to any withholding of loss Taxes required by applicable Law in lieu of the Certificates, as provided in accordance with Section 4.2(f3.2(f)) or such . Any Certificates and Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable Effective Time to represent only the right to receive upon such surrender, the surrender of any Eligible Common SharesMerger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but and in no event later than any event, within three (3) Business Days thereafter), Parent shall will cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such which were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.1(a) and Section 2.1(b) (other than the holders of record of Certificates or Book-Entry Shares who have properly completed and submitted, and have not revoked, an Election Form pursuant to Section 2.2 prior to the effectiveness of the Merger, which notice shall include Closing): (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which will specify that delivery shall will be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass (if any) will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidenceExchange Agent, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to will otherwise be in such form and have such other provisions as Parent and or the Company Exchange Agent may reasonably agree), specify and (2ii) instructions in customary form for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.3(f). Upon surrender of Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such and Book-Entry Shares for cancellation to the Paying Exchange Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Companyand upon delivery of an Election Form or letter of transmittal, the Paying Agentduly executed and in proper form, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration with respect to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall will be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal Merger Consideration pursuant to the product obtained by multiplying (1) provisions of this Article 2, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the number of Eligible Common Parent Shares in accordance with Section 2.3(f), for each Share formerly represented by such Certificates (or affidavits of loss in lieu thereof) and for each Book-Entry Share. Any Certificates so surrendered will forthwith be cancelled. All Merger Consideration, Fractional Share Consideration or other amounts due pursuant to Section 2.3(f), paid upon the surrender for exchange of the Certificates, as provided Certificates (or affidavits of loss in Section 4.2(f)lieu thereof) or such and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by (2) such Certificates or Book-Entry Shares. If payment of the Per Share Common Stock Merger ConsiderationConsideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, and each it will be a condition precedent of payment that the Certificate so surrendered shall forthwith will be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or will be otherwise in proper form for surrender transfer, and presented the Person requesting such payment will have paid any transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Exchange Agent that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, payable. Any other transfer or similar Taxes incurred in each case, in form and substance, reasonably satisfactory to Parent and connection with the Paying AgentMerger will be paid by Parent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered in registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share (other than Shares cancelled pursuant to Section 2.1(c)) will be deemed at any time after the stock transfer books Effective Time to represent only the right to receive the Merger Consideration or ledger of the Companyamount determined pursuant to Section 2.4, as applicable, without interest. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly soon as reasonably practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Exchange Agent to mail or otherwise provide to each Person who was, at the Effective Time, a holder of record of Eligible Company Common Shares Stock (other than the Company Common Stock to be canceled in accordance with Section 2.1(b)), whether such shares of Company Common Stock are represented by a certificate or certificates (the “Certificates”) or are uncertificated shares of Company Common Stock in book-entry form only (“Book Entry Shares”), that are were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Book Entry Shares Shares, as applicable, shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, as provided if required by Parent, an indemnity bond in accordance with Section 4.2(f2.2(e)) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company Exchange Agent may reasonably agree), specify and (2B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, as provided if required by Parent, an indemnity bond in accordance with Section 4.2(f2.2(e)) or such Book-Book Entry Shares to the Paying Agent in exchange for the Per Merger Consideration issued and payable with respect thereto, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on Parent Common Stock Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, including any Fractional Share Consideration that such holder is entitled has the right to receive as a result of the Merger pursuant to this Article IV. (ii) With the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect to Book-Entry Shares held, directly of dividends or indirectly, through DTC, other distributions on Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and Section 2.2(f) for each share of Company Common Stock formerly represented by such other procedures as agreed Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, the Companyan indemnity bond in accordance with Section 2.2(e)) or Book Entry Share, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying all Certificates so surrendered shall be forthwith cancelled. The Exchange Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of shall accept such Certificates (or affidavits of loss in lieu of the Certificatesthereof and, as provided if required by Parent, an indemnity bond in accordance with Section 4.2(f2.2(e)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Book Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection upon compliance with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of as the Paying Exchange Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant may impose to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, effect an orderly exchange thereof in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in normal exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out practices. If payment of the Exchange Fund, as promptly as practicable Merger Consideration is to such holders of Eligible Common Shares, an amount be made to a Person other than the Person in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to whose name the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates surrendered Certificate (or affidavits of affidavit or loss in lieu of the Certificatesthereof and, as provided if requested by Parent, an indemnity bond in accordance with Section 4.2(f2.2(e)) or such Book-Book Entry Shares by Share is registered, it shall be a condition precedent of payment that (2x) the Per Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Companypaid. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and the Company Purchaser or the Paying Agent may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that agents as may be appointed by the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective TimePurchaser, and upon surrender delivery of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly soon as reasonably practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall, and shall cause the Paying Surviving Corporation to, cause the Exchange Agent to mail or otherwise provide to each holder of record of Eligible shares of Company Common Shares that are Stock whose shares of Company Common Stock were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (Ai) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or transfer of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) customary instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu transfer of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result payment of the Merger Consideration issuable and payable in respect of such shares of Company Common Stock pursuant to this Article IVSection 2.1. (ii) With respect Upon (A) surrender to Book-Entry Shares heldthe Exchange Agent of a Certificate for cancellation, directly or indirectly, through DTC, Parent together with such letter of transmittal properly completed and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees validly executed in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parentthe instructions thereto, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, pursuant to such instructions or (B) are Book-Entry Shares not held through DTC, receipt by book-receipt the Exchange Agent of an “agent’s message” by in the Paying Agent in connection with the surrender case of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement)and, in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)case, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and the Exchange Agent shall, and Parent shall cause the Paying Exchange Agent to to, issue and pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Sharesholder, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal the applicable Merger Consideration pursuant to the product obtained by multiplying (1) the number provisions of Eligible this Article II for each share of Company Common Shares Stock formerly represented by such Certificate or Book-Entry Share, and each Certificate or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by (2) upon compliance with such reasonable terms and conditions as the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. In the event of a transfer of ownership of any Certificate shares of Company Common Stock that is not registered in the transfer or stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger records of the Company, a check for any cash portion of the Merger Consideration (including payment in the form of or with respect to any CVR) to be exchanged paid upon due surrender of any such the Certificate or Certificates Book-Entry Share formerly representing such shares of Company Common Stock may be issued paid to such a transferee if the such Certificate or Certificates Book-Entry Share is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer stock transfer or other similar Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, in each case, in form Certificate and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubt, no interest Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the applicable Merger Consideration as contemplated by this Article II, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but and in no any event not later than three (3) the third Business Days Day thereafter), Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are (A) Certificates a Certificate or (B) Book-Entry Shares, in each case whose Shares not held, directly or indirectly, through DTC notice advising such holders of were converted into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided thereof in accordance with Section 4.2(f2.02(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and the Company may reasonably agree), specify after consultation with the Company; and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result payment of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon Consideration. Upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided thereof in accordance with Section 4.2(f2.02(e)) together with for cancellation to the Paying Agent, and upon delivery of a letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Paying Agent to pay and deliver, out portion of the Exchange Fund, as promptly as practicable Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificates or such Book-Entry Shares were converted pursuant to such holders of Eligible Common Shares, an amount in cash in immediately available funds Section 2.01(a)(i) (after giving effect to less any required Tax withholdings as provided in Section 4.2(g2.04)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate the Certificates so surrendered shall forthwith be cancelled. (iv) . In the event of a transfer of ownership of any Certificate Company Common Stock that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger records of the Company, a check for any cash to payment may be exchanged upon due surrender of any such Certificate or Certificates made and Merger Consideration may be issued to such a transferee if person other than the person in whose name the Certificate or Certificates so surrendered is or are (as applicable) registered, if such Certificate shall be properly endorsed and or shall otherwise be in proper form for surrender transfer and presented the person requesting such payment shall pay to the Paying Agent, accompanied by all documents required to evidence and effect such Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to evidence a person other than the registered holder of the Certificate so surrendered or shall establish to the satisfaction of the Paying Agent that any applicable Transfer such Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubt, no registered. No interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares accrue on any amount cash payable upon the surrender of any Eligible Common SharesCertificate or Book-Entry Share (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)).

Procedures for Surrender. (ia) As With respect to Certificates, as promptly as reasonably practicable after the Effective Time (but and in no any event later than within three (3) Business Days thereafter), Parent the Surviving Entity shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are each such Certificate (Ai) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger; (ii) a letter of transmittal in customary form, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares a Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits satisfaction of loss the conditions provided in Section 4.7 in lieu of a Certificate) to the Certificates, as Exchange Agent (the “Letter of Transmittal”); and (iii) instructions for surrendering a Certificate (or satisfaction of the conditions provided in Section 4.2(f)4.7 in lieu of a Certificate) or the surrender of such Book-Entry Shares to the Paying Exchange Agent. Upon surrender to the Exchange Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) together with respect a duly executed and completed Letter of Transmittal and such other documents as may reasonably be required pursuant to such Book-Entry Shares or instructions, the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of any such other reasonable evidenceCertificate in exchange therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the number of whole shares of Parent Common Stock, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive pursuant to ARTICLE III in the name of such record holder and (y) a check in the amount (after giving effect to any required Tax withholdings as a result provided in Section 4.8) of (A) any cash in lieu of fractional shares plus (B) any unpaid dividends or other distributions that such holder has the Merger right to receive pursuant to this Article ARTICLE IV. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent. (iib) With respect to Book-Entry Shares heldnot held through DTC (each, directly a “Non-DTC Book-Entry Share”), as promptly as reasonably practicable after the Effective Time (and in any event within three Business Days thereafter), the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of a Non-DTC Book-Entry Share (i) a notice advising such holders of the effectiveness of the Merger; (ii) a statement reflecting the number of whole shares of Parent Common Stock, if any, that such holder is entitled to receive pursuant to ARTICLE III in the name of such record holder; and (iii) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 4.8) of (A) any cash in lieu of fractional shares plus (B) any unpaid dividends or indirectlyother distributions that such holder has the right to receive pursuant to this ARTICLE IV. Notwithstanding the foregoing, any holder of an Eligible Share that is duplicatively evidenced by both a Certificate and a book-entry account shall not receive the notice, statement and check contemplated by the immediately preceding sentence with respect to such Eligible Share, but shall surrender the applicable Certificate in accordance with the procedures set forth in Section 4.2(a) to receive the Merger Consideration and any other amounts due under this Agreement with respect to such Eligible Share, and no additional Merger Consideration or other amounts under this Agreement will accrue or be payable to the duplicative book-entry account for such Eligible Share. (c) With respect to Book-Entry Shares held through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees Exchange Agent and such other necessary or desirable third-party intermediaries DTC to ensure that the Paying Exchange Agent shall will transmit to DTC or its nominees as promptly soon as reasonably practicable on or after the Effective TimeClosing Date, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parentprocedures, the CompanyMerger Consideration, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss cash in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter fractional shares of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidenceParent Common Stock, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly any unpaid dividends or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicabledistributions, in each case, in form and substance, reasonably satisfactory that such holder has the right to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect receive pursuant to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Companythis ARTICLE IV. (vd) For the avoidance of doubt, no No interest shall will be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any for Eligible Common SharesShares pursuant to this ARTICLE IV.

Procedures for Surrender. (i) As promptly as practicable after Promptly following the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent the Surviving Company shall cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each person who was, immediately prior to the Effective Time, a registered holder of record Shares entitled to receive the Per Share Merger Consideration pursuant to Section 3.01(a): (x) a letter of Eligible Common Shares that are transmittal (A) Certificates or (B) Book-Entry Shares not heldwhich shall be in customary form for a company incorporated in the Cayman Islands, directly or indirectly, through DTC notice advising such and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery Shares shall be effected), and risk (y) instructions for use in effecting the surrender of loss and title to any issued share certificates representing Shares (the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.2(f3.02(e)) or the surrender of such Booknon-Entry certificated Shares to the Paying Agent represented by book entry (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or Uncertificated Shares”) and/or such other reasonable evidencedocuments as may be required to receive the Per Share Merger Consideration. Upon surrender of, if anyapplicable, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates a Share Certificate (or affidavits affidavit and indemnity of loss in lieu of the Certificates, Share Certificate as provided in Section 4.2(f3.02(e)) for cancellation or such Book-Entry Uncertificated Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and and/or such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by pursuant to such instructions to the Paying Agent in connection accordance with the surrender terms of Book-Entry Shares (or such other reasonable evidenceletter of transmittal, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, duly executed in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Companyinstructions thereto, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the each registered holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) therefor the Per Share Common Stock Merger ConsiderationConsideration payable in respect of such Shares, and each Certificate the Share Certificates so surrendered shall forthwith be cancelled. (ivii) In Prior to the event of a transfer of ownership of any Certificate Effective Time, Sohu Game and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that is not registered (A) the Paying Agent will transmit to the Depositary as promptly as reasonably practicable following the Effective Time an amount in cash in immediately available funds equal to the stock transfer books or ledger Per ADS Merger Consideration payable in respect of the number of ADSs issued and outstanding immediately prior to the Effective Time, and (B) the Depositary will distribute the Per ADS Merger Consideration to holders of ADSs pro rata to their holdings of ADSs upon surrender by them of the ADSs. Pursuant to the terms of the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes, if any) due to or incurred by the Depositary in connection with the cancellation of their ADSs (and the underlying Shares). The Surviving Company will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes, if any) due to or if incurred by the consideration Depositary in connection with the distribution of the Per ADS Merger Consideration to ADS holders and the termination of the ADS program or facility (other than the ADS cancellation fee, which shall be payable in accordance with the Deposit Agreement). (iii) If payment of Merger Consideration is to be paid in made to a name Person other than the Person in whose name the surrendered Share Certificate is registered, it shall be a condition precedent of payment that in which (A) the Share Certificate or Certificates so surrendered shall be accompanied by a proper form of transfer, and (B) the Person requesting such payment has paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Share Certificate surrendered or transferred in exchange therefor are registered in has established to the stock transfer books or ledger reasonable satisfaction of the Company, a check for any cash to be exchanged upon due surrender of any Surviving Company that such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Uncertificated Shares shall only be made to the Person in whose name such Book-Entry Uncertificated Shares are registered in the stock transfer books or ledger of the Companyregistered. (viv) For the avoidance of doubtExcept for Shares and ADSs referred to in Section 3.01(c), no interest until surrendered as contemplated by this Section 3.02, each Share Certificate, Uncertificated Share and ADS shall be paid deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III and any dividends or accrued for other distributions with a record date prior to the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time which may have been authorized by the surrender of any Eligible Common SharesCompany and which remain unpaid at the Effective Time.

Procedures for Surrender. (ia) As With respect to Certificates, as promptly as reasonably practicable after the Gulf Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent the Gulf Surviving Corporation shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are each such Certificate (Ai) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the MergerMergers, (ii) a letter of transmittal in customary form, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares a Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.2(f)3.7) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which shall be deemed to have been effected upon the delivery “Letter of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agreeTransmittal”), and (2iii) instructions for effecting the surrender of the Certificates surrendering a Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.2(f3.7)) or such Book-Entry Shares to the Paying Exchange Agent. Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of Transmittal and such other documents as may reasonably be required pursuant to such instructions, the Gulf Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of any such Certificate in exchange for therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the Per Share number of whole shares of Holdco Common Stock Merger Consideration Stock, if any, that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and II in the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender name of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) record holder and (By) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, a check in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)3.8) equal to the product obtained by multiplying of (1A) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss any cash in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share fractional shares of Holdco Common Stock Merger Consideration, plus (B) any unpaid non-stock dividends and each any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. Any Certificate that has been so surrendered shall forthwith be cancelledcancelled by the Exchange Agent. (ivb) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with With respect to Book-Entry Shares shall only be made to the Person in whose name such not held through DTC (each, a “Non-DTC Book-Entry Shares are registered Share”), as promptly as reasonably practicable after the Gulf Effective Time, the Gulf Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Non-DTC Book-Entry Share (i) a notice advising such holders of the effectiveness of the Merger, (ii) a statement reflecting the number of whole shares of Holdco Common Stock, if any, that such holder is entitled to receive pursuant to Article II in the name of such record holder and (iii) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 3.8) of (A) any cash in lieu of fractional shares of Holdco Common Stock plus (B) any unpaid non-stock transfer books dividends and any other dividends or ledger of other distributions that such holder has the Companyright to receive pursuant to this Article III. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent HurricaneCyclone shall, and shall cause the Paying Surviving Corporation to, cause the Exchange Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Hurricane Shares that are (Athe "Certificates") Certificates or non-certificated Hurricane Shares represented by book-entry (B) "Book-Entry Shares") and whose Hurricane Shares not held, directly or indirectly, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company Cyclone may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result payment of the Merger Consideration issuable and payable in respect of such Hurricane Shares pursuant to this Article IV. (ii) With Section 2.1, including any amount payable in respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender procedures Section 2.5, and such any dividends or other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) distributions on Cyclone Shares in accordance with Section 2.2(f). Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates a Certificate (or affidavits an affidavit of loss in lieu of thereof) or Book-Entry Share for cancellation to the CertificatesExchange Agent or to such other agent or agents as may be appointed by HurricaneCyclone or the Surviving Corporation, as provided in Section 4.2(f)) together with the such letter of transmittal, transmittal duly completed and executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and Parent shall cause any amounts that such holder has the Paying Agent right to pay and deliverreceive in respect of dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f) for each Hurricane Share formerly represented by such Certificate or Book-Entry Share, out of to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the Exchange FundAgent's receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as promptly as practicable to letter of transmittal and such holders other documents, and the Certificate (or affidavit of Eligible Common Shares, an amount loss in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)lieu thereof) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, including any amount payable upon the surrender in respect of Fractional Share Consideration in accordance with Section 2.5, and any Eligible Common Sharesdividends or other distributions on Cyclone Shares in accordance with Section 2.2(f), without interest thereon.

Procedures for Surrender. (i) As promptly soon as reasonably practicable after the Effective Time (Time, but in no event later more than three (3) Business Days thereafter)business days following the Effective Time, Parent shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares that are (Athe “Certificates”) Certificates or non-certificated Company Shares represented by book-entry shares (B) “Book-Entry Shares”) and whose Company Shares not held, directly or indirectly, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), agree prior to the Effective Time and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result payment of the Merger Consideration into which such Company Shares have been converted pursuant to this Article IV. (ii) With Section 2.1, including any amount payable in respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender procedures Section 2.7, and such any dividends or other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates a Certificate (or affidavits an affidavit of loss in lieu of thereof) or Book-Entry Share for cancellation to the CertificatesExchange Agent or to such other agent or agents as may be appointed by Parent, as provided in Section 4.2(f)) together with the such letter of transmittal, transmittal duly completed and executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent shall cause the Paying Agent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to pay and deliver, out of be mailed within three (3) business days following the Exchange FundAgent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as promptly as practicable to such holders and the Certificate (or affidavit of Eligible Common Shares, an amount loss in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)lieu thereof) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, including any amount payable upon the surrender in respect of Fractional Share Consideration in accordance with Section 2.7, and any Eligible Common Sharesdividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (Time, but in no event later than three (3) 5 Business Days thereafter), Parent the Surviving Corporation shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Exchange Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and the Company Purchaser or the Exchange Agent may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for payment of the Per Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share Common Stock formerly represented by such Certificates and for each Book-Entry Share and the Exchange Agent shall deliver the Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to within 5 Business Days. Any Certificates and Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (Time, but in no event later than three five (35) Business Days thereafter), Parent the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and the Company Purchaser or the Paying Agent may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Purchaser, and upon delivery of a letter of transmittal, duly executed and in exchange proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share and, subject to the Per Share Common Stock terms and conditions of this Agreement and the procedures provided in the letter of transmittal, the Paying Agent shall deliver the Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. within five (ii5) With respect to Business Days. Any Certificates and Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying transmittal that shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender upon delivery of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the a letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of such payment that in which (x) the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence satisfaction of Parent and effect the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share, other than any Certificate or Book-Entry Share representing Shares to be cancelled or converted in the stock transfer books accordance with Section 2.1(b) or ledger of the Company. (v) For the avoidance of doubtDissenting Shares, no interest shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly soon as reasonably practicable after the Effective Time (Time, but in no event later more than three five (35) Business Days thereafter)business days following the Effective Time, Parent shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares that are (Athe “Certificates”) Certificates or non-certificated Company Shares represented by book-entry (B) “Book-Entry Shares”) and whose Company Shares not held, directly or indirectly, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result payment of the Merger Consideration into which such Company Shares have been converted pursuant to this Article IV. (ii) With Section 2.1, including any amount payable in respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender procedures Section 2.5, and such any dividends or other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates a Certificate (or affidavits an affidavit of loss in lieu of thereof) or Book-Entry Share for cancellation to the CertificatesExchange Agent or to such other agent or agents as may be appointed by Parent, as provided in Section 4.2(f)) together with the such letter of transmittal, transmittal duly completed and executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent shall cause the Paying Agent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to pay and deliver, out of be mailed within five (5) business days following the Exchange FundAgent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as promptly as practicable to such holders and the Certificate (or affidavit of Eligible Common Shares, an amount loss in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)lieu thereof) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, including any amount payable upon the surrender in respect of Fractional Share Consideration in accordance with Section 2.5, and any Eligible Common Sharesdividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.

Procedures for Surrender. (ia) As With respect to Certificates, as promptly as reasonably practicable after the Effective Time (but in no any event later than within three (3) Business Days thereafter)Days) after the Effective Time, Parent King shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are each such Certificate (Ai) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC a notice advising such holders holder of the effectiveness of the Merger, which notice shall include (1ii) appropriate transmittal materials (including a customary letter of transmittal) transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares a Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.2(f)3.7) to the Exchange Agent or the surrender transfer of such Book-Entry Shares not held through DTC (each, a “Non-DTC Book-Entry Share”) to the Paying Exchange Agent (which shall be deemed including customary provisions with respect to have been effected upon the delivery of a customary an “agent’s message” with respect to such Non-DTC Book-Entry Shares or such other reasonable evidence, if any, Shares) (the “Letter of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), Transmittal”) and (2iii) instructions for effecting the surrender of the Certificates surrendering a Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.2(f)3.7) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock aggregate Merger Consideration payable in respect thereof to the Exchange Agent. Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of Transmittal and such other documents as may reasonably be required pursuant to such instructions, King shall cause the Exchange Agent to mail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (A) a statement reflecting the number of whole shares of King Common Stock, if any, that such holder is entitled to receive in non-certificated book-entry form pursuant to Article II in the name of such record holder and (B) a check in the amount (after giving effect to any required Tax withholdings as a result provided in Section 3.8) of (x) any cash in lieu of fractional shares that such holder is entitled to receive pursuant to Section 3.5 plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the Merger right to receive pursuant to this Article IVIII. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent. (b) With respect to Non-DTC Book-Entry Shares, as promptly as reasonably practicable (but in any event within three (3) Business Days) after the Effective Time, King shall cause the Exchange Agent to mail to each holder of record of a Non-DTC Book-Entry Share (i) a notice advising such holder of the effectiveness of the Merger, (ii) a Letter of Transmittal and (iii) instructions for transferring the Non-DTC Book-Entry Shares in exchange for the aggregate Merger Consideration payable in respect thereof to the Exchange Agent to the Exchange Agent. Upon surrender to the Exchange Agent of Non-DTC Book-Entry Shares by book-receipt of an “agent’s message” by the Exchange Agent in accordance with the terms of the Letter of Transmittal and accompanying instructions, King shall cause the Exchange Agent to mail to each holder of record of any such Non-DTC Book-Entry Shares in exchange therefore, as promptly as reasonably practicable (but in any event within three (3) Business Days) after the Effective Time, (A) a statement reflecting the number of whole shares of King Common Stock, if any, that such holder is entitled to receive in non-certificated book-entry form pursuant to Article II in the name of such record holder and (B) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 3.8) of (x) any cash in lieu of fractional shares that such holder is entitled to receive pursuant to Section 3.5 plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. (c) With respect to Book-Entry Shares held, directly or indirectly, held through DTC, Parent Crown and the Company King shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees Exchange Agent and such other necessary or desirable third-party intermediaries DTC to ensure that the Paying Exchange Agent shall will transmit to DTC or its nominees as promptly soon as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parentprocedures, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock aggregate Merger Consideration to which the beneficial owners thereof are issuable and payable in respect thereof, cash in lieu of fractional shares that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence3.5, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) any unpaid cash dividends and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly any other dividends or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicabledistributions, in each case, in form and substance, reasonably satisfactory that such holder has the right to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect receive pursuant to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Companythis Article III. (vd) For the avoidance of doubt, no No interest shall will be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any for Eligible Common SharesShares pursuant to this Article III.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) the second Business Days thereafterDay following the Effective Time), Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a Certificate whose Shares that are were converted into the right to receive the Merger Consideration pursuant to this Agreement: (Ai) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificates, as provided thereof in accordance with Section 4.2(f)2.02(e) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent) and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and may reasonably specify after consultation with the Company may reasonably agree), and (2ii) instructions for effecting the surrender of the Certificates Certificate in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits affidavit of loss in lieu of the Certificates, as provided thereof in accordance with Section 4.2(f2.02(e)) or such Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender delivery of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)Certificate, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Paying Agent to pay and deliver, out portion of the Exchange Fund, as promptly as practicable Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificate were converted pursuant to such holders of Eligible Common Shares, an amount in cash in immediately available funds Section 2.01 (after giving effect to less any required Tax withholdings as provided in Section 4.2(g2.05)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each the Certificate so surrendered shall forthwith be cancelled. (iv) canceled. In the event of a transfer of ownership of any Certificate Shares that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger records of the Company, a check for any cash to payment may be exchanged upon due surrender of any such Certificate or Certificates made and the Merger Consideration may be issued to such a transferee if person other than the person in whose name the Certificate or Certificates so surrendered is or are (as applicable) registered, if such Certificate shall be properly endorsed and or shall otherwise be in proper form for surrender transfer, and presented the person requesting such payment shall pay to the Paying Agent, accompanied by all documents required to evidence and effect such Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to evidence a person other than the registered holder of the Certificate so surrendered or shall establish to the reasonable satisfaction of the Paying Agent that any applicable Transfer such Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered in and shall be made promptly following the stock transfer books or ledger Effective Time without any action on the part of the Company. (v) For the avoidance of doubt, no person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares accrue on any amount portion of the Merger Consideration payable upon the surrender of any Eligible Common SharesCertificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) or Book-Entry Share.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (Time, but in no event later than three (3) 5 Business Days thereafter), Parent the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and the Company Purchaser or the Paying Agent may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Purchaser, and upon delivery of a letter of transmittal, duly executed and in exchange proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share and the Per Share Common Stock Paying Agent shall deliver the Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to within 5 Business Days. Any Certificates and Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly soon as reasonably practicable after the Effective Time (Time, but in no event later more than three (3) Business Days thereafter)business days following the Effective Time, Parent shall cause the Paying Exchange Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares that are (Athe “Certificates”) Certificates or non-certificated Company Shares represented by book-entry (B) “Book-Entry Shares”) and whose Company Shares not held, directly or indirectly, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), agree prior to the Effective Time and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result payment of the Merger Consideration into which such Company Shares have been converted pursuant to this Article IV. (ii) With Section 2.1, including any amount payable in respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender procedures Section 2.5, and such any dividends or other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates a Certificate (or affidavits an affidavit of loss in lieu of thereof) or Book-Entry Share for cancellation to the CertificatesExchange Agent or to such other agent or agents as may be appointed by Parent, as provided in Section 4.2(f)) together with the such letter of transmittal, transmittal duly completed and executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent shall cause Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the Paying Agent to pay and deliver, out of surrendering holder) within three (3) business days following the Exchange FundAgent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as promptly as practicable to such holders and the Certificate (or affidavit of Eligible Common Shares, an amount loss in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)lieu thereof) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, including any amount payable upon the surrender in respect of Fractional Share Consideration in accordance with Section 2.5, and any Eligible Common Sharesdividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than three within five (35) Business Days days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are represented by Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent in accordance with the terms of the materials and instructions provided by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iiiSection 4.2(b)(iii), pursuant to such materials and instructions as contemplated by Section 4.2(c)(i4.2(b)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i4.2(b)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Sharesholders, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Eligible Shares represented by a Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued by the Paying Agent to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent Community shall cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible a certificate or certificates which immediately prior to the Effective Time represented outstanding Kinderhook Common Shares that are or Kinderhook Preferred Shares (Athe “Kinderhook Certificates”) Certificates or non certificated Kinderhook Common Shares or Kinderhook Preferred Shares represented by book-entry (B) “Book-Entry Shares”) and whose Kinderhook Common Shares not heldor Kinderhook Preferred Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (other than with respect to Kinderhook Restricted Shares), directly the Series A Consideration or indirectlythe Series C Consideration, through DTC notice advising such holders of the effectiveness of the Mergeras applicable, which notice shall include (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Kinderhook Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Kinderhook Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company Community may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Kinderhook Certificates (or affidavits of loss in lieu thereof) or Book Entry Shares in exchange for payment of the CertificatesMerger Consideration, the Series A Consideration or the Series C Consideration, as provided applicable, into which such Kinderhook Shares have been converted pursuant to Section 2.1. Upon surrender of a Kinderhook Certificate (or an affidavit of loss in Section 4.2(f)lieu thereof) or such Book-Entry Shares Share for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Timemay be appointed by Community, upon surrender together with such letter of Eligible Common Shares held of record by DTC or its nominees transmittal duly completed and validly executed in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executedinstructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Kinderhook Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause in the Paying Agent to pay and deliver, out case of the Exchange Fund, as promptly as practicable to such holders of Eligible Kinderhook Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal the applicable Merger Consideration pursuant to the product obtained by multiplying (1) the number provisions of Eligible this Article 2 for each Kinderhook Common Shares Share formerly represented by such Kinderhook Certificate or Book-Entry Share, and in the case of Kinderhook Preferred Shares, the Series A Consideration or the Series C Consideration, as applicable, for each Kinderhook Preferred Share formerly represented by such Kinderhook Certificate or Book-Entry Share, in each case, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the Paying Agent’s receipt of such Kinderhook Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Kinderhook Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Kinderhook Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by (2) upon compliance with such reasonable terms and conditions as the Per Share Common Stock Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration, and each the Series A Consideration or the Series C Consideration, as applicable, is to be made to a Person other than the Person in whose name the surrendered Kinderhook Certificate is registered, it shall be a condition precedent of payment that (A) the Kinderhook Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration, the Series A Consideration or the Series C Consideration, as applicable, to a Person other than the registered holder of the Kinderhook Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Community that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock applicable Merger Consideration, Series A Consideration or Series C Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Kinderhook Certificate and Book-Entry Share shall be paid deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration, Series A Consideration or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common SharesSeries C Consideration, as applicable, as contemplated by this Article 2.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but and in no event later than any event, within three (3) Business Days thereafter), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares that are (Athe “Certificates”) Certificates or non-certificated Company Shares represented by book-entry (B) “Book-Entry Shares”) and whose Company Shares not held, directly or indirectly, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect of such Company Shares pursuant to Section 2.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that agents as may be appointed by Parent or the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective TimeSurviving Corporation, upon surrender together with such letter of Eligible Common Shares held of record by DTC or its nominees transmittal duly completed and validly executed in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executedinstructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the applicable Merger Consideration pursuant to the provisions of this ARTICLE II for each Company Share formerly represented by such Certificate or Book-Entry Share. All such amounts shall be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and Parent the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall cause the be forthwith cancelled. The Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Paying Agent, accompanied by all documents required to evidence and effect Agent that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, payable. Any other transfer or similar Taxes incurred in each case, in form and substance, reasonably satisfactory to Parent and connection with the Paying Agenttransactions contemplated by this Agreement shall be paid by Parent. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the applicable Merger Consideration as contemplated by this ARTICLE II, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Company Merger Effective Time (but in no event later than three five (35) Business Days thereafterbusiness days after the Company Merger Effective Time), Parent shall, and shall cause the Paying Surviving Entity and the Surviving Partnership Entity to, cause the Exchange Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common (i) a certificate or certificates which immediately prior to the Company Merger Effective Time represented outstanding Company Shares that are (Athe “Certificates”), (ii) Certificates or non-certificated Company Shares represented by book-entry (B) “Book-Entry Shares”) or (iii) Partnership Units and whose Company Shares not heldor Partnership Units, directly or indirectlyas applicable, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof), as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent or Partnership Units in exchange for payment of the Per Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions on shares of Parent Common Stock Merger in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof), Book-Entry Share or Partnership Unit for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, the Surviving Entity or the Surviving Partnership Entity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate, Book-Entry Share or Partnership Unit shall be entitled to receive in exchange therefor the Stock Consideration for each share of Company Common Stock formerly represented by such Certificate, Book-Entry Share or each Partnership Unit pursuant to the provisions of this Article II (rounded down to the nearest whole share) and a check or wire transfer representing the Cash Consideration for each share of Company Common Stock formerly represented by such Certificate, Book-Entry Share or Partnership Unit pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder is entitled has the right to receive as a result of the Merger pursuant to this Article IV. the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate, Book-Entry Share or each Partnership Unit, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Company Merger Effective Time or (ii) With respect to the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), Book-Entry Shares heldShare or Partnership Unit, directly or indirectly, through DTC, Parent and the Company Certificate (or affidavit of loss in lieu thereof), Book-Entry Share or Partnership Unit so surrendered shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying be forthwith cancelled. The Exchange Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of accept such Certificates (or affidavits of loss in lieu of the Certificatesthereof), as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection or Partnership Units upon compliance with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Paying Agent Agreement)Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, in each case it shall be a condition precedent of the foregoing clauses payment that (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Entity that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares or Partnership Units shall only be made to the Person in whose name such Book-Entry Shares or Partnership Units are registered in the stock transfer books or ledger of the Company. registered. Until surrendered as contemplated by this Section 2.2, (vx) For the avoidance of doubt, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of Company Merger Effective Time and (y) each Partnership Unit shall be deemed at any holder of Eligible Common Shares on time after the Partnership Merger Effective Time, to represent only the right to receive the applicable Stock Consideration (rounded down to the nearest whole share) and Cash Consideration as contemplated by this Article II, including any amount payable upon in respect of the surrender Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions on shares of any Eligible Parent Common SharesStock in accordance with Section 2.2(f), without interest thereon. Shares of Parent Common Stock deliverable pursuant to this Section 2.2(b) in exchange for shares of Company Common Stock or Partnership Units shall be in uncertificated book-entry form.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Merger Effective Time (but in no event later than three five (35) Business Days thereafterbusiness days after the Merger Effective Time), Parent shall, and shall cause the Paying Surviving Entity to, cause the Exchange Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common Shares that Company Shares, all of which are held in “book-entry” form (A) Certificates or (B) the “Book-Entry Shares”), whose Company Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request were exchanged pursuant to Section 2.1 for the terms and conditions of right to receive the Paying Agent Agreement)Merger Consideration, as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that for which such holder is entitled Company Shares are to receive as a result be exchanged, including, any amount payable in respect of the Merger pursuant to this Article IV. (ii) With respect to Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions in accordance with Section 2.2(e). Upon surrender of a Book-Entry Shares held, directly Share for cancellation to the Exchange Agent or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that agents as may be appointed by Parent or the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, Surviving Entity and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor (1) the Stock Consideration pursuant to the provisions of this Article II (rounded down to the nearest whole share), and Parent shall cause (2) the Paying Agent Cash Consideration pursuant to pay and deliverthe provisions of this Article II, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, (3) an amount representing any Fractional Share Consideration that such holder of a Book-Entry Share has the right to receive pursuant to the provisions of Section 2.6, (4) the Pre-Closing Dividend, pursuant to the provisions of this Article II and (5) any amounts that such holder of a Book-Entry Share has the right to receive in cash respect of dividends or other distributions in accordance with Section 2.2(e) for each Company Share formerly represented by such Book-Entry Share. The amounts due pursuant to clauses (2), (3), (4) and (5) shall be made via check or wire or other electronic transfer of immediately available funds (after giving effect at each such holder’s election) within five (5) business days following the later to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu occur of the CertificatesMerger Effective Time or the Exchange Agent’s receipt of such Book-Entry Share, as provided in Section 4.2(f)) or and the Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Book-Entry Shares by (2) upon compliance with such reasonable terms and conditions as the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered Exchange Agent may impose to effect an orderly exchange thereof in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in accordance with normal exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agentpractices. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in registered. Until surrendered as contemplated by this Section 2.2, each Book-Entry Share shall at any time after the stock transfer books or ledger of Merger Effective Time represent only the Company. (v) For right to receive the avoidance of doubtapplicable Merger Consideration as contemplated by this Article II, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on including any amount payable upon in respect of the surrender Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions in accordance with Section 2.2(e), without interest thereon, and the Pre-Closing Dividend. Shares of any Eligible Parent Common SharesStock deliverable pursuant to this Section 2.2(b) in exchange for shares of Company Common Stock shall be in uncertificated book-entry form.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but and in no event later than any event, within three (3) Business Days thereafter), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each holder of record of Eligible Common a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares that are (Athe “Certificates”) Certificates or non-certificated Company Shares represented by book-entry (B) “Book-Entry Shares”) and whose Company Shares not held, directly or indirectly, through DTC notice advising such holders of were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect of such Company Shares pursuant to Section 2.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that agents as may be appointed by Parent or the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective TimeSurviving Corporation, upon surrender together with such letter of Eligible Common Shares held of record by DTC or its nominees transmittal duly completed and validly executed in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executedinstructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefortherefor the applicable Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Book-Entry Share. All such amounts shall be mailed (or made available for collection by hand if so elected by the surrendering holder) within three Business Days following the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and Parent the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall cause the be forthwith cancelled. The Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by shall accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to payment that (2A) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Paying Agent, accompanied by all documents required to evidence and effect Agent that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, payable. Any other transfer or similar Taxes incurred in each case, in form and substance, reasonably satisfactory to Parent and connection with the Paying AgentTransactions shall be paid by Parent. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the applicable Merger Consideration as contemplated by this Article II, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which (x) the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after Promptly following the Effective Time (but and in no any event later than three within five (35) Business Days thereafter), Parent the Surviving Entity shall cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each Person who was, at the Effective Time, a registered holder of record Shares or Warrants entitled to receive the Per Share Merger Consideration pursuant to Section 3.1(a) (excluding, for the avoidance of Eligible Common doubt, the Excluded Shares that are and Dissenting Shares) or the Per Warrant Merger Consideration pursuant to Section 3.2(a) or the Per Warrant Consent Fee pursuant to Section 3.2(b) (Aexcluding, in each case and for the avoidance of doubt, the Excluded Warrants): (i) Certificates or a letter of transmittal (B) Book-Entry Shares not heldwhich shall be in customary form for a company incorporated in the Cayman Islands reasonably acceptable to the Company, directly or indirectly, through DTC notice advising such and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of Shares (other than the effectiveness Excluded Shares and the Dissenting Shares), the delivery of the Merger, which notice shall include Per Warrant Merger Consideration to registered holders of Warrants (1other than the Excluded Warrants) appropriate transmittal materials and the delivery of the Per Warrant Consent Fee to registered holders of Warrants (including a customary letter of transmittalother than the Excluded Warrants) specifying that delivery who are Consenting Warrantholders shall be effected, and risk (ii) instructions for use in effecting the surrender of loss and title to any issued share certificates representing Shares (the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.2(f3.6(e)) or and/or such other documents as may be required to receive the Per Share Merger Consideration and the surrender of such Book-Entry Shares to any issued warrant certificates representing the Paying Agent Warrants (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2Warrant Certificates”) instructions for effecting the surrender of the Certificates (or affidavits and indemnities of loss in lieu of the Certificates, Warrant Certificates as provided in Section 4.2(f3.6(e)) and/or such other documents as may be required to receive the Per Warrant Merger Consideration or such Book-Entry the Per Warrant Consent Fee, as applicable. Each registered holder of Shares or Warrants which are represented by a Share Certificate or a Warrant Certificate, as applicable, subject to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates Share Certificate or Warrant Certificate (or affidavits delivery of an affidavit and indemnity of loss in lieu of the Certificates, Share Certificate or Warrant Certificate as provided in Section 4.2(f3.6(e)) together with the letter of transmittal, duly completed and executed, and for cancellation and/or such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by pursuant to such instructions to the Paying Agent in connection accordance with the surrender terms of Book-Entry Shares (or such other reasonable evidenceletter of transmittal, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, duly executed in accordance with DTC’s customary surrender procedures the instructions thereto, and such other procedures as agreed each registered holder of non-certificated Shares or non-certificated Warrants represented by the Companybook entry (“Uncertificated Shares” and “Uncertificated Warrants”, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(irespectively), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliveras applicable, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger ConsiderationConsideration payable in respect of such Shares (excluding, for the avoidance of doubt, the Excluded Shares and each Certificate Dissenting Shares) or the Per Warrant Merger Consideration or the Per Warrant Consent Fee payable in respect of such Warrants (excluding, for the avoidance of doubt, the Excluded Warrants), subject to applicable withholding in accordance with Section 3.7. Any Share Certificates or Warrant Certificates so surrendered shall forthwith be cancelled. No interest shall be paid or shall accrue on the cash payable upon the cancellation of any Shares or Warrants or the surrender or transfer of any Share Certificates or Warrant Certificates pursuant to this Article III. (ivii) In the event If payment of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable Merger Consideration is to be paid made in respect of a name Share or a Warrant which is represented by a Share Certificate or a Warrant Certificate, as applicable, to a Person other than that the Person in which whose name the surrendered Share Certificate or Certificates Warrant Certificate is registered, it shall be a condition precedent of payment that (A) the Share Certificate or Warrant Certificate so surrendered shall be accompanied by a proper form of transfer duly executed by the registered holder of such Share or Warrant, as applicable, and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Share Certificate or Warrant Certificate surrendered or transferred in exchange therefor are registered in shall have established to the stock transfer books or ledger reasonable satisfaction of the Company, a check for any cash to be exchanged upon due surrender of any Surviving Entity that such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Uncertificated Shares and Uncertificated Warrants shall only be made to the Person in whose name such Book-Entry Uncertificated Shares or Uncertificated Warrants, as applicable, are registered in the stock transfer books or ledger of the Companyregistered. (viii) For the avoidance Each Share (including each Share represented by a Share Certificate (subject to surrender of doubtsuch Share Certificate as contemplated by this Section 3.6), no interest and each Uncertificated Share) and each Warrant (including each Warrant represented by a Warrant Certificate (subject to surrender of such Warrant Certificate as contemplated by this Section 3.6), and each Uncertificated Warrant) shall be paid deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III and, in the case of the Shares, any dividends or accrued for other distributions with a record date prior to the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time which may have been declared and authorized by the surrender of any Eligible Common SharesCompany and which remain unpaid at the Effective Time.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time Time, and in any event within two (but in no event later than three (32) Business Days thereafter), Parent shall will cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are or, in the case of “street-holders,” deliver to The Depository Trust Company (“DTC”) (in each case, other than holders of Excluded Shares) immediately prior to the Effective Time: (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) transmittal (the “Letter of Transmittal”), in customary form, specifying that delivery shall will be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass will pass, only upon delivery of the Stock Certificates (or affidavits of loss in lieu of the Certificates, Stock Certificates as provided in Section 4.2(f2.3(f)) or transfer of the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed including customary provisions with respect to have been effected upon the delivery of a customary an “agent’s message” with respect to such Book-Entry Shares), and (B) instructions for effecting the surrender of the Stock Certificates (or affidavits of loss in lieu of the Stock Certificates as provided in Section 2.3(f)) or the Book-Entry Shares or such other reasonable evidence, if any, of such surrender as to the Paying Agent may reasonably request in exchange for payment of the aggregate amount of Merger Consideration that such holder is entitled to pursuant to the terms and conditions of the Paying Agent this Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and . (2ii) instructions for effecting Upon surrender to the surrender Paying Agent of the Certificates a Stock Certificate (or affidavits of loss in lieu of the Stock Certificates, as provided in Section 4.2(f2.3(f)) or such Book-Entry Shares, together with, in the case of Stock Certificates, the Letter of Transmittal, duly executed, or, in the case of Book-Entry Shares to held through DTC, receipt of an “agent’s message” by the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through and required presentation by DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are the holder of such Stock Certificates or Book-Entry Shares will be entitled to receive in exchange therefor, and Parent will cause the Paying Agent to pay and deliver to each such holder, as promptly as practicable, a check or wire transfer of immediately available funds in the amount of cash that such holder has the right to receive pursuant to Section 2.2(a). Notwithstanding the forgoing, if a holder of not less than 24,000 Shares properly delivers to the Paying Agent a Stock Certificate (or affidavits of loss in lieu of the Stock Certificates, as provided in Section 2.3(f)) or Book-Entry Shares, together with, in the case of Stock Certificates, the Letter of Transmittal, duly executed, or, in the case of Book-Entry Shares held through DTC, by book-receipt of an “agent’s message” by the Paying Agent and required presentation by DTC, in connection with each case, at least five (5) Business Days prior to the surrender of Book-Entry Shares (or such other reasonable evidenceClosing Date, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange thereforwill, and Parent shall will cause the Paying Agent to to, pay and deliver, out of deliver to each such holder the Exchange Fund, as promptly as practicable amounts due to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect pursuant to any required Tax withholdings as provided in this Section 4.2(g)2.3(c) equal to the product obtained by multiplying not later than one (1) Business Day following the number of Eligible Common Shares represented by such Certificates Closing Date. (iii) No interest will be paid or affidavits of loss in lieu accrued on any amount payable upon surrender of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelledShares. (iv) In the event of a transfer of ownership of any Certificate certificated Shares (other than Excluded Shares) that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged paid upon due surrender of any such the Stock Certificate or Certificates may be issued to such a transferee if the Stock Certificate or Certificates formerly representing such Shares is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable Transfer stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the CompanyCompany immediately prior to the Effective Time. (v) For Parent will pay all charges and expenses, including those of the avoidance of doubtPaying Agent, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon in connection with the surrender of any Eligible Common SharesStock Certificates and Book-Entry Shares in exchange for the Merger Consideration.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that immediately prior to the Effective Time represented Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger“Certificates”), which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and or the Company Paying Agent may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu exchange for payment of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares Merger Consideration. Upon surrender of Certificates for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees agents as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed may be appointed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as upon delivery of a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i)Certificates, the holder of such Certificate or Book-Entry Certificates shall receive the Merger Consideration for each Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares formerly represented by such Certificates (or affidavits less any withholding of loss Taxes required by applicable Law in lieu of the Certificates, as provided in accordance with Section 4.2(f2.2(e)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate . Any Certificates so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicablerequired to be paid. Until surrendered as contemplated hereby, in each case, in form and substance, reasonably satisfactory Certificate shall be deemed at any time after the Effective Time to Parent and represent only the Paying Agent. Payment of right to receive the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Companycash as contemplated by this Agreement, without interest thereon. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent or the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and the Company may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that agents as may be appointed by Parent or the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective TimeSurviving Corporation, and upon surrender delivery of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares by (2) so surrendered shall be cancelled. If payment of the Per Share Common Stock Merger ConsiderationConsideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, and each it shall be a condition precedent of payment that the Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest. Each Non-Employee Holder entitled to an Option Payment in accordance with Section 2.4 shall be entitled to receive such cash amount upon delivery of a properly completed letter of transmittal, which shall be provided to the stock transfer books or ledger Non-Employee Holders of Company Options at the Company. (v) For the avoidance same time letters of doubt, no transmittal are provided to holders of Certificates and Book-Entry Shares. No interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares will accrue on any amount cash payable upon to holders of Certificates or Book-Entry Shares pursuant to the surrender provisions of any Eligible Common Sharesthis Article II.

Procedures for Surrender. (i) As promptly as reasonably practicable after the Effective Time (but and in no any event later than three within five (35) Business Days thereafter), the Surviving Corporation (with the assistance of Parent if necessary) shall cause the Paying Exchange Agent to mail provide or otherwise provide make available to each holder of record of Eligible Common Shares (each a “Holder”) that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, held through DTC The Depository Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, which notice shall include (1I) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates to the Exchange Agent (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.3(e)) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which shall be is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidenceevidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreementsurrender), as applicable (such materials to be in such form and have such other provisions as Parent desires and reasonably acceptable to the Company may reasonably agree)(such acceptance not to be unreasonably conditioned, withheld or delayed) and (2II) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.3(e)) or such the Book-Entry Shares to the Paying Exchange Agent in exchange for the Per Share Common Stock Merger Consideration including the Fractional Share Consideration, if any, and dividends or distributions payable pursuant to Section 4.3(i), if any, that such holder is entitled to receive as a result of the Merger pursuant to this Article IVSection 4.1(a) or 4.1(b), as applicable. (ii) With respect to Book-Entry Shares held, directly or indirectly, held through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Exchange Agent, DTC, DTC’s nominees DTC and such other necessary or desirable third-party intermediaries to ensure that the Paying Exchange Agent shall will transmit to DTC or its nominees as promptly as reasonably practicable after the Effective TimeTime (and in any event within three (3) Business Days thereafter), upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Exchange Agent, DTC, DTC’s nominees DTC and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration including the Fractional Share Consideration, if any, and dividends or distributions payable pursuant to Section 4.3(i), if any, to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to the terms of this Article IVAgreement. (iii) Upon surrender to the Paying Exchange Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.3(e)) together with the letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Paying Exchange Agent in accordance with the terms of the materials and instructions provided by the Exchange Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Exchange Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii)case, pursuant to such materials and instructions as contemplated by Section 4.2(c)(i4.3(b)(i), and or (C) are Book-Entry Shares held, directly or indirectly, held through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Exchange Agent, DTC, DTC’s nominees DTC and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i4.3(b)(ii), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Exchange Agent to pay issue or pay, as applicable, and deliver, out of the Exchange Fund, deliver as promptly as reasonably practicable to such holders holders, (1) the number of Eligible Common SharesParent Shares (whether represented in certificated or non-certificated direct registration form) issued pursuant to Section 4.1(a) or 4.1(b), as applicable, and (2) an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g4.3(g)) equal sufficient to make payments of any cash consideration payable pursuant to Section 4.1(a) or 4.1(b), as applicable, and Fractional Share Consideration, if any, and any dividends or distributions payable pursuant to Section 4.3(i), if any, in each case, in respect of the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates Certificate (or affidavits an affidavit of loss in lieu of the CertificatesCertificate, as provided in Section 4.2(f4.3(e)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelledShare. (iv) For the avoidance of doubt, no interest will be paid or accrued for the benefit of any holder of Eligible Shares on any amount payable upon the surrender of any Eligible Shares as contemplated by the foregoing provisions of this Section 4.3(b), and any Certificates and Book-Entry Shares so surrendered shall be cancelled by the Exchange Agent. Any Merger Consideration (including any Fractional Share Consideration), together with any dividends or distributions payable pursuant to Section 4.3(i), issued or paid upon surrender of a Certificate or a Book-Entry Share will be deemed to have been paid in full satisfaction of all rights pertaining to such Certificate or such Book-Entry Share. (v) In the event of a transfer of ownership of any Certificate Eligible Shares that is are not registered in the stock transfer books or ledger of the Company or if the consideration payable applicable Merger Consideration is to be issued or paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, it shall be a check for any cash to be exchanged upon due surrender condition of any such Certificate the issuance or Certificates may be issued to such a transferee if payment of the applicable Merger Consideration that the Certificate or Certificates formerly representing such Eligible Shares is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer transfer, documentary, sales, use, stamp or registration Taxes or other similar Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Exchange Agent. Payment Issuance or payment of the Per Share Common Stock applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (vvi) For Subject to the avoidance terms of doubtthe Exchange Agent Agreement, no interest Parent, in the exercise of its reasonable discretion, shall be paid or accrued for have the benefit right to make all determinations, consistent with the terms of this Agreement, governing the validity of any such transmittal materials described herein and compliance by any holder of Eligible Common Shares on any amount payable upon with the surrender of any Eligible Common Sharesprocedures contemplated by this Agreement.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent or the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each holder of record of Eligible Common a certificate or certificates that represented Shares that are (Athe “Certificates”) Certificates or non-certificated Shares represented by book-entry (B) “Book-Entry Shares not heldShares”), directly or indirectly, through DTC notice advising such holders of the effectiveness of the Mergerin each case, which notice shall include Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which Agent, and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to otherwise be in such form and have such other provisions as Parent and Parent, the Company Surviving Corporation or the Paying Agent may reasonably agree)specify, and (2ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled or to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary agent or desirable third-party intermediaries to ensure that agents as may be appointed by Parent or the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective TimeSurviving Corporation, and upon surrender delivery of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed executed and executedin proper form, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Certificates or Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions holder of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Certificates or Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares Merger Consideration for each Share formerly represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such and for each Book-Entry Share. Any Certificates and Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger . If payment of the Company or if the consideration payable Merger Consideration is to be paid in made to a name Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that in which the Certificate or Certificates so surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to shall be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer, and presented the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes either have been paid or are not applicable, required to be paid. Any other transfer Taxes incurred in each case, in form and substance, reasonably satisfactory to Parent and connection with the Paying Agenttransactions contemplated by this Agreement shall be paid by Parent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books registered. Until surrendered as contemplated hereby, each Certificate or ledger of the Company. (v) For the avoidance of doubt, no interest Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Procedures for Surrender. (i) As promptly soon as practicable reasonably practicable, and in any event within three business days, after the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall, and shall cause the Paying Surviving Corporation to, cause the Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are (A) a Certificate or Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of and whose Company Shares were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, which notice shall include Per Share Merger Consideration (1i) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares Shares, as applicable, to the Paying Exchange Agent (which and shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such customary form and have such other provisions as Parent and the Company may reasonably agree), specify and (2ii) instructions for effecting the surrender of the Certificates (or affidavits Table of Contents of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares to the Paying Agent in exchange for payment of the Per Share Common Stock Merger Consideration that into which such holder is entitled to receive as a result of the Merger Company Shares have been converted pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon Section 2.1. Upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates Certificate (or affidavits an affidavit of loss in lieu of thereof) or Book-Entry Share for cancellation to the CertificatesExchange Agent, as provided in Section 4.2(f)) together with the such letter of transmittal, transmittal duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, validly executed in accordance with DTC’s customary surrender procedures the instructions thereto and such other procedures a properly executed IRS Form W-8 or W-9, as agreed by applicable, Parent shall pay or cause the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant Exchange Agent to Section 4.2(a)(i), pay to the holder of such Certificate or Book-Entry Share in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Book-Entry Share, within three business days following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be entitled to receive in exchange therefor, and Parent forthwith cancelled. The Exchange Agent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by accept such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or such Book-Entry Shares by (2) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Share Common Stock Merger ConsiderationConsideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, and each it shall be a condition precedent of payment that (A) the Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and or shall be otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable Transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance, reasonably satisfactory required to Parent and the Paying Agentbe paid. Payment of the applicable Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubtregistered. Until surrendered as contemplated by this Section 2.2, no interest each Certificate and Book-Entry Share shall be paid or accrued for deemed at any time after the benefit of any holder of Eligible Common Shares on any amount payable upon Effective Time to represent only the surrender of any Eligible Common Sharesright to receive the applicable Per Share Merger Consideration as contemplated by this Article II, without interest thereon.

Procedures for Surrender. (i) As promptly as practicable after following the Effective Time (but and in no any event not later than three the third (33rd) Business Days business day thereafter), Parent the Surviving Corporation shall cause the Paying Agent to mail (or otherwise provide to make available for collection by hand) to each holder of record of Eligible Common Shares that are (A) Certificates a Certificate or (B) Book-Entry Share that immediately prior to the Effective Time represented outstanding Company Shares not heldand whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1x) appropriate transmittal materials (including a customary letter of transmittal) specifying , which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares Shares, as applicable, shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)thereof) or the surrender of such Book-Entry Shares to the Paying Agent (and which shall be deemed to have been effected upon in the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree)specify, and (2y) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that applicable merger consideration into which the number of Company Shares previously represented by such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Certificates or Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger have been converted pursuant to this Article IV. Agreement (iii) Upon surrender to which instructions shall provide that, at the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu election of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agentsurrendering holder, (B1) are Certificates or Book-Entry Shares not held through DTC, may be surrendered by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (hand delivery or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly otherwise or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith Consideration in exchange therefor may be cancelled. (iv) collected by hand by the surrendering holder or by wire transfer to the surrendering holder). In the event of a transfer of ownership of any Certificate Company Shares that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger records of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates payment may be issued made to such a transferee if person other than the person in whose name the Certificate or Certificates is or Book-Entry Shares so surrendered are (as applicable) registered if such Certificate shall be properly endorsed and or otherwise be in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect transfer or such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made properly transferred and the person requesting such issuance shall pay any transfer or other Taxes required by reason of the payment to a person other than the Person in whose name registered holder of such Certificate or Book-Entry Shares are registered in or establish to the stock transfer books or ledger satisfaction of the Company. (v) For the avoidance of doubt, no interest shall be Parent that such Tax has been paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Sharesis not applicable.