Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided”) or (ii) uncertificated Shares (the “Uncertificated Shares”). The Company and Parent shall enter into a Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating responsibilities and obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the ownership of shares of Company Common Stock)and Parent prior to the Effective Time. At or Immediately prior to the Effective Time, Parent shall deposit, deposit with the Paying Agent (or shall cause the Company to be deposited, deposit with the Exchange Agent Paying Agent), cash sufficient to pay the aggregate Per Share Merger Consideration (the “Payment Aggregate Merger Consideration”) to be paid in respect of the Certificates and the Uncertificated Shares (such cash, the “Consideration Fund”). To In addition, promptly after the extent such fund diminishes for any reason below Effective Time on the level required date of the Closing, Parent shall make available (or shall cause the Company to make prompt available) as necessary cash in an amount sufficient for payment of any dividends or distributions declared, but not paid, by the aggregate Per Share Company prior to the Effective Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger ConsiderationConsideration (including on account of any Merger Consideration returned to Parent pursuant to Section 2.03(g)), Parent and the Surviving Corporation shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered (including by causing the Company, following the lost portion of such fund so as Effective Time, to ensure deliver), additional funds to the Paying Agent in an amount that it is, at all times, maintained at a level sufficient is equal to the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, Time (and in any event no later than within three (3) Business Days after the Effective Time), Parent the Company shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) (other than Parent or any of its applicable Affiliates), a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Paying Agent) for use in such exchange), with the form and substance of such letter of transmittal and instructions to be reasonably agreed to by Parent and the Company and prepared prior to the Effective Time.

Surrender and Payment. (a) Prior to the Effective TimeMailing Date, Parent CME Group shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) NYMEX Holdings (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging Certificates for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly As soon as reasonably practicable after the Effective Time, and but in any no event no later more than three seven (37) Business Days after following the Effective Time, Parent shall CME Group will send, or shall will cause the Exchange Agent to send, to each holder of record holder of shares of Company NYMEX Holdings Common Stock at Securities as of the Effective Time (and, to the extent commercially practicable, to make available for collection by hand if so elected by such holder of record), whose shares of NYMEX Holdings Common Securities were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a1.9 (Effect on Capital Stock) and Section 1.10 (Election Procedures), a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent) in such form as NYMEX Holdings and CME Group may reasonably agree, including instructions for use in effecting the surrender of the Certificates pursuant to Section 2.09(or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for use the Merger Consideration. Promptly after the Effective Time, CME Group shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of NYMEX Holdings Common Securities, shares of CME Group Class A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 1.9 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article I and Article II. Following the Effective Time, CME Group agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.1(f). All cash and book-entry shares representing CME Group Class A Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued pursuant to Section 1.9 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by CME Group; provided that no such exchange)investment or losses thereon shall affect the Merger Consideration payable to holders of NYMEX Holdings Shares entitled to receive such consideration or cash in lieu of fractional interests and CME Group shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of NYMEX Holdings Shares entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments shall be the property of, and paid to, CME Group.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationUpfront Consideration (i) the Certificates and (ii) the Book-Entry Shares. On the Closing Date, certificates representing shares Parent or one of Company Common Stock its Affiliates shall deposit cash with the Paying Agent in an amount sufficient to pay the aggregate Upfront Consideration payable in respect of all the Shares converted in accordance with Section 2.04(a) and represented by the Certificates and the Book-Entry Shares (such cash, the “Certificates;” providedConsideration Fund”). Until disbursed in accordance with this Agreement, howeverthe cash in the Consideration Fund will be used for the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent before the Effective Time. Any interest and other income resulting from such investments shall be paid solely to Parent. No investment losses resulting from investment of the Consideration Fund shall diminish the rights of any holder of Certificates or Book-Entry Shares representing Shares that any references herein to “Certificates” are deemed to include references to book-entry account statements relating were outstanding immediately prior to the ownership Effective Time to receive the Upfront Consideration as provided herein. In the event the Consideration Fund shall be insufficient to pay the Upfront Consideration (including, without limitation, on account of shares any Upfront Consideration returned to Parent pursuant to Section ‎2.05(i) or Section 2.05(j)), Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount equal to the deficiency required to make such payments. The Consideration Fund shall not be used for any other purpose. For the avoidance of Company Common Stock)doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. At or prior to the Effective Time, Parent shall depositduly authorize, or execute and deliver, and shall cause to be depositedensure that the Rights Agent duly authorizes, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent executes and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restoreddelivers, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)CVR Agreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent Purchaser shall appoint Continental Stock Transfer & Trust Company as the exchange agent (the "EXCHANGE AGENT") a commercial bank or such other nationally recognized exchange agent agreed trust company, reasonably acceptable to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this AgreementCompany and having at least $50,000,000 in capital, including as agent surplus and undivided profits, for the purpose of exchanging certificates which immediately prior to the Effective Time represented Shares ("CERTIFICATES") for the Per Share Merger Consideration, certificates representing shares Consideration which holders of Company Common Stock (the “Certificates;” provided, however, that any references herein Certificates are entitled to “Certificates” are deemed receive pursuant to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)this Article III. At or Immediately prior to the Effective Time, Parent Purchaser shall deposit, or shall cause to be deposited, deposit in trust with the Exchange Agent cash in an aggregate amount equal to the aggregate Per Share product of (i) the number of Shares outstanding immediately prior to the Effective Time (other than the Shares owned by Purchaser or the Company and any direct or indirect Subsidiary of the Company, and Shares as to which appraisal rights have been demanded) and (ii) the Merger Consideration (such amount being hereinafter referred to as the “Payment Fund”"PAYMENT FUND"). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that Purchaser (i) no so long as such investment or losses thereon shall relieve Parent from making directions do not impair the payments required by this Article 2 or affect the amount rights of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent holders of Shares) in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term direct obligations of the United States with maturities of no more than thirty (30) daysAmerica, or guaranteed by, and backed by obligations for which the full faith and credit of, of the United States. Any States of America is pledged to provide for the payment of principal and all interest or other amounts earned interest, and any net earnings with respect to such funds shall become part of the Payment Fund and thereto shall be paid to Purchaser as and when requested by Purchaser. The Exchange Agent shall, pursuant to irrevocable instructions, make the Surviving Corporation on the earlier of twelve (12payments referred to in Section 3.2(b) months after the Effective Date or the full payment out of the aggregate Per Share Merger ConsiderationPayment Fund. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharespurpose except as provided herein. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall Purchaser will send, or shall will cause the Exchange Agent to send, to each record holder of shares record of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration a Certificate or Certificates, other than holders of Certificates which represent Shares canceled and retired pursuant to Section 2.03(a3.1(b) hereof, (i) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title with respect to the Certificates shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent Agent) and (ii) instructions for use in such exchangeeffecting the surrender of Certificates for payment therefore (the "EXCHANGE INSTRUCTIONS").

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”"EXCHANGE AGENT") to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided"CERTIFICATES") for the Merger Consideration, howeverand Parent and Exchange Agent shall enter into an exchange agreement which shall, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating in form and substance, be reasonably acceptable to the ownership of shares of Company Common Stock)Company. At or prior Prior to the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Exchange Agent in a separate fund established for the benefit of the holders of shares of Common Stock, cash sufficient to pay the aggregate Per Share Merger Consideration (required to be paid for all of the “Payment Fund”)Certificates at the Effective Time. To Any cash deposited with the extent such fund diminishes Exchange Agent shall not be used for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent purpose other than as set forth in this Article 2 and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; providedParent or the Surviving Corporation in: (A) direct obligations of, that or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (iB) no such investment money market accounts or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount certificates of deposit maturing within 90 days of the aggregate Per Share Merger Consideration payable hereunder, acquisition thereof and following any losses Parent shall promptly provide additional funds to issued by a bank or trust company organized under the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations laws of the United States with maturities of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a "UNITED STATES BANK"), (C) commercial paper issued by a domestic corporation and given a rating of no more lower than thirty A1 by Standard & Poor's Corporation and P1 by Xxxxx'x Investors Service, Inc. with a remaining term at the time of acquisition thereof not in excess of 90 days or (30D) days, or guaranteed by, demand deposits with any United States Bank. The earnings and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and thereon shall be paid to the Surviving Corporation on the earlier of twelve Parent or as Parent directs. As soon as reasonably practicable (12but not more than five Business Days) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions for use in forms reasonably satisfactory to effecting the Company surrender of a Certificate in exchange for payment of the applicable Merger Consideration (which shall (i) be in a form reasonably acceptable to each of Parent and the Company and (ii) specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other a nationally recognized exchange agent agreed financial institution reasonably acceptable to between Parent and the parties) Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided, however, that any references herein ”) or (ii) uncertificated Company Shares (the “Uncertificated Shares”). The Exchange Agent agreement pursuant to “Certificates” are deemed to include references to book-entry account statements relating which Parent shall appoint the Exchange Agent shall be in form and substance reasonably acceptable to the ownership of shares of Company Common Stock)and Parent. At or prior to the Effective Time, Parent shall depositdeposit with, or shall cause to be depositedotherwise make available to, with the Exchange Agent the aggregate Per Share Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (other than the “Payment Fund”Company Restricted Stock) and the Company Equity Award Consideration in respect of the Non-Employee Holders (and, if determined by Parent pursuant to Section 2.04(d), all or a portion of the Company Equity Award Consideration to all or a portion of the Employee Holders). To the extent such fund diminishes for any reason below the level required Parent agrees to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause available to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of from time to time as needed, any dividends or distributions to which such sharesholder is entitled pursuant to Section 2.03(f). Promptly after the Effective Time, Time (and in any event no later than three within five (35) Business Days after the Effective Timethereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into (other than the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Company Restricted Stock), a letter of transmittal and instructions in forms customary form and reasonably satisfactory acceptable to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu thereof) or transfer of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent and shall include customary provisions with respect to delivery of an “agent’s message” regarding book-entry transfer of Uncertificated Shares) for use in such exchange). Such letter of transmittal shall be in the form and have such provisions as Parent and the Company may reasonably agree.

Surrender and Payment. (a) Prior to the Effective TimeClosing Date, Parent Parent, at its sole expense, shall appoint Continental Stock Transfer & Computershare Trust Company as the exchange agent (N.A. or such other nationally recognized exchange agent agreed as reasonably acceptable to between the parties) Company and Parent (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing shares of Company Common Stock or (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookii) Book-entry account statements relating to the ownership of shares of Company Common Stock)Entry Shares. At or prior to the Effective TimeClosing, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent Agent, for the benefit of the holders of Common Shares, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the Common Shares represented by the Certificates and the Book-Entry Shares (the “Payment Fund”)) in amounts and at the times necessary for such payments. To the extent such fund diminishes If for any reason below (including losses) the level Payment Fund is inadequate to pay the Merger Consideration that is payable in respect of all of the Common Shares represented by the Certificates and the Book-Entry Shares, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly (and in any case, within five (5) Business Days) to deposit, or cause to be deposited, in trust additional cash with the Exchange Agent sufficient to make all remaining payments required to make prompt payment of the aggregate Per Share Merger Consideration, be made under this Section 3.2 and Parent and the Surviving Corporation shall promptly replace or restorein any event be liable for the payment thereof. Any net profit resulting from, or cause to be replaced interest or restoredincome produced by, investments of the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent shall be payable to the Surviving Corporation or Parent, and any amounts in excess of the amounts payable pursuant to Section 3.1 shall be promptly returned to the Surviving Corporation or Parent, in each case as directed by Parent; provided, that (i) no such investment or losses thereon . The Surviving Corporation shall relieve Parent from making the payments required by this Article 2 or affect the amount pay all charges and expenses of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent incurred in connection with the amount exchange of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of Common Shares for the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any purpose other purpose. The Surviving Corporation shall (and Parent shall cause than to pay the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration that is payable in respect of such sharesall of the Common Shares represented by the Certificates and the Book-Entry Shares. Promptly after the Effective Time, Time (and in any event no later than three case, within five (35) Business Days after Days), the Effective Time, Parent shall send, or Surviving Corporation shall cause the Exchange Agent to send, send to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal in a customary form to be mutually agreed to by the Company and Parent (the “Letter of Transmittal”) and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in effecting the surrender of such Certificates (or affidavits of loss in lieu transfer of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent in exchange for use in such exchange)payment of the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a paying agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to On and after the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent Paying Agent, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”)) in amounts and at the times necessary for such payments. To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Paying Agent, in connection with the exchange of the shares of Company Common Stock and for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Paying Agent) for use in such exchange. Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs prior to 11:30 a.m. Eastern Standard Time on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of shares of Company Common Stock held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 11:30 a.m. Eastern Standard Time on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Surrender and Payment. (a) Prior to the Effective Acceptance Time, Parent shall appoint Continental Stock Transfer & Trust (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Per Share Merger Consideration, Consideration (A) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided, however, that any references herein to ”) or (B) uncertificated Shares represented by book entry (the “Certificates” are deemed to include references to book-entry account statements relating Uncertificated Shares”). At or prior to the ownership Acceptance Time, Parent or one of shares its Affiliates shall deposit with the Exchange Agent, for the benefit of Company Common Stockthe holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit, or shall cause to be deposited, deposit with the Exchange Agent Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Per Share Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation purpose and, in the event that the Payment Fund shall (and at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause the Surviving Corporation one of its Affiliates to) pay all charges and expenses, including those of promptly deposit additional funds with the Exchange Agent, Agent in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of an amount sufficient to make such sharespayments. Promptly after the Effective Time, and in any event no not later than three (3) Business Days after following the Effective TimeDate, Parent shall send, or shall cause the Exchange Agent to send, send to each record holder of shares Shares as of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to At or promptly after (but in no event later than 2 Business Days following) the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a paying agent selected by Parent (subject to the Exchange Agent consent, not to be unreasonably withheld, of the aggregate Per Share Merger Consideration Company) (the “Payment FundPaying Agent”). To , for the extent such fund diminishes for any reason below the level required to make prompt payment benefit of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion holders of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds certificates that immediately prior to the Exchange Agent in Effective Time evidenced shares of Company Class A Common Stock (the amount of any such losses, “Certificates”) and (ii) no uncertificated shares of Company Class A Common Stock (the “Uncertificated Shares”), for exchange in accordance with this Article III, cash in an amount equal to the aggregate amounts payable under Section 3.1(a)(i); provided that such investment amount shall have maturities be increased by any amount that could prevent or delay payments shall become payable by the Paying Agent to be made the holders of Company Equity Awards pursuant to this Agreement and (iii) such investments shall be in short-term obligations Parent’s election under the first sentence of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United StatesSection 3.3(d). Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months As soon as reasonably practicable after the Effective Date or Time and in any event not later than the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall fifth (and Parent shall cause the Surviving Corporation to5th) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after Business Day following the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent Paying Agent shall send, or shall cause the Exchange Agent to send, mail to each record holder of shares of Company Class A Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Paying Agent) for use in such exchange). Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a 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 Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Class A Common Stock formerly represented by any such Certificate and such Certificate so surrendered and the shares of Company Class A Common Stock formerly represented by any such Uncertificated Shares shall forthwith be cancelled.

Surrender and Payment. (a) Prior to the Effective Time, Parent and Merger Sub shall appoint Continental Stock Transfer & Computershare Trust Company as the exchange agent (Company, N.A. or such other nationally recognized exchange paying agent agreed as designated by Parent and Merger Sub and reasonably acceptable to between the parties) Company from time to time (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for paying the Per Share Merger ConsiderationConsideration in exchange for: (i) the Certificates, certificates representing shares of Company Common Stock or (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookii) Book-entry account statements relating to the ownership of shares of Company Common Stock)Entry Shares. At or prior to the Effective TimeClosing, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent Paying Agent, cash in an amount sufficient to pay the aggregate Per Share Merger Consideration required to be paid pursuant to this Article IV (such cash being hereinafter referred to as the “Payment Exchange Fund”). To If the extent such fund diminishes Exchange Fund is inadequate to pay the Merger Consideration that is payable in respect of all of the Common Shares represented by the Certificates and the Book-Entry Shares for any reason below reason, Parent shall take all steps necessary to promptly (and in any case, within five (5) Business Days) deposit additional cash with the level Paying Agent sufficient to pay all Merger Consideration required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made paid pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) daysArticle IV, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause in any event be liable for the Surviving Corporation to) payment thereof. Parent shall pay all charges and expenses, including those of the Exchange Paying Agent, incurred in connection with the exchange of shares of Company Common Stock and Shares for the payment of Merger Consideration. The Exchange Fund shall not be used for any purpose other than to pay the Per Share Merger Consideration that is payable in respect of such sharesall of the Common Shares represented by the Certificates and the Book-Entry Shares. Promptly after the Effective Time, Time (and in any event no later than three case, within five (35) Business Days after the Effective TimeDays), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal in such form as Parent and the Company shall reasonably agree (the “Letter of Transmittal”) and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or upon delivery of an “agent’s message” regarding the book-entry transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Paying Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent Acquirer shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) Target (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Target Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to On and after the Effective Time, Parent Acquirer shall deposit, or shall cause to be deposited, deposit with the Exchange Agent Agent, sufficient shares of Acquirer Common Stock to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Target Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”)) in amounts and at the times necessary for such payments. To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Acquirer shall take all steps necessary to promptly to deposit in trust additional shares of Acquirer Common Stock with the Exchange Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, Parent and Acquirer and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation Acquirer shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Target Common Stock and the payment of for the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent Acquirer shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Target Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent the Acquiror shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” providedBook-Entry Shares”). At or promptly following the Effective Time, howeverthe Acquiror shall deposit, or cause the Surviving Corporation to deposit, with the Paying Agent, sufficient funds to pay the aggregate Merger Consideration that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to is payable in respect of all of the ownership of shares of Company Common Stock). At or prior to Stock represented by the Effective Time, Parent shall deposit, or shall cause to be deposited, with Certificates and the Exchange Agent the aggregate Per Share Merger Consideration Book-Entry Shares (the “Payment Fund”). To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 6(b), the Acquiror shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Paying Agent, in connection with the exchange of shares of Company Common Stock and for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent Acquiror shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Paying Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective TimeClosing, Parent shall depositappoint a United States bank or trust company or other independent financial institution in the United States (the “Paying and Exchange Agent”) that is reasonably acceptable to the Company to act, among other things, as paying agent and exchange agent for the Merger and to deliver the Merger Consideration to former stockholders of the Company. The Company and Parent shall enter into a Paying and Exchange Agent agreement with the Paying and Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Paying and Exchange Agent consistent with the terms of this Agreement. Promptly after the Effective Time on the Closing Date, Parent shall deposit (or shall cause to be deposited, ) with the Paying and Exchange Agent, for the account and benefit of the former holders of Company Common Stock, the aggregate Cash Consideration payable and the aggregate number of shares of Parent Common Stock issuable pursuant to this Article IV, in an amount sufficient to pay the aggregate Merger Consideration required to be paid by the Paying and Exchange Agent the aggregate Per Share Merger Consideration in accordance with this Agreement (such cash and Parent Common Stock shall be referred to in this Agreement as the “Payment Consideration Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger ConsiderationIn addition, Parent shall make available as necessary cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 4.1(d) and any dividends or distributions which holders of Company Common Stock may be entitled pursuant to Section 4.2(h). In the Surviving Corporation event the Consideration Fund shall be insufficient to pay the Merger Consideration (including with respect to Company Common Stock held by stockholders who did not exercise, or who shall have effectively withdrawn or lost, their rights to appraisal of such Company Common Stock under the DGCL), Parent shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds and shares of Parent Common Stock to the lost portion of such fund so as Paying and Exchange Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Equiniti Trust Company, LLC (formerly known as American Stock Transfer & and Trust Company Company) as the exchange paying agent (or such other nationally recognized exchange paying agent agreed to between designated by Parent and approved in writing by the partiesCompany) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Paying Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of shortfall in such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Paying Agent as directed by ParentXxxxxx; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Paying Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date Time or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Paying Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock at immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Paying Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a bank or trust company designated by Parent and reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) and shall cause to act as agent be deposited with the Exchange Agent, in trust for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for benefit of the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares holders of Company Common Stock and the Performance Units, certificates representing the shares of Parent Common Stock and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Sections 2.1, 2.3 and 2.6(d), payable upon due surrender of the Certificates (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to or effective affidavits of loss in lieu thereof) or non-certificated Company Common Stock represented by book-entry account statements relating (“Book-Entry Shares”) pursuant to the ownership provisions of shares of Company Common Stock)this Article II. At or prior to Following the Effective Time, Parent shall depositagrees to make available to the Exchange Agent, or shall cause from time to be depositedtime as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.2(f). Any cash and certificates representing Parent Common Stock deposited with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in including the amount of any dividends or other distributions payable with respect thereto and such losses, (ii) no such investment shall have maturities that could prevent or delay payments cash in lieu of fractional shares to be made paid pursuant to Section 2.3) shall be referred to in this Agreement and (iii) such investments shall as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be in short-term obligations issued pursuant to Section 2.1 out of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed Exchange Fund. Except as contemplated by the full faith and credit ofSection 2.3, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall (As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent shall will cause the Surviving Corporation to) pay all charges and expenses, including those Exchange Agent to send to each holder of the Exchange Agent, in connection with the exchange record of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective TimeStock, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of whose Company Common Stock at the Effective Time whose shares were was converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a2.1, (i) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or effective affidavits of loss in lieu of the Certificates pursuant to Section 2.09thereof) or Book-Entry Shares to the Exchange Agent Agent) in such form as Parent and the Company may reasonably agree, for use in such exchange)effecting delivery of shares of Company Common Stock to the Exchange Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Citibank, N.A. or any other bank or trust company which shall be approved by the Company as the exchange agent (such approval not to be unreasonably withheld, conditioned or such other nationally recognized exchange agent agreed to between the partiesdelayed) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided, however, that any references herein to ”) or (ii) non-certificated Shares represented by book entry (the “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockUncertificated Shares”). At or prior Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of holders of Shares and ADSs, a cash amount in immediately available funds sufficient for the Exchange Agent the to make payments under Sections ‎2.02(a) and ‎2.02(b) (such aggregate Per Share Merger Consideration (cash amount being hereinafter referred to as the “Payment Exchange Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment , in respect of the aggregate Per Share Merger Consideration, Parent Certificates and the Surviving Corporation Uncertificated Shares. If any Dissenting Shareholder withdraws or loses its dissenter’s rights pursuant to the Section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Shares shall not be subject to ‎Section 2.09 and Parent shall promptly replace or restoredeposit, or cause to be replaced or restoreddeposited, into the lost portion Exchange Fund, a cash amount in immediately available funds equal to the product of the number of such fund so as Shares for which such shareholder has lost its dissenter’s rights pursuant to ensure that it isthe Cayman Companies Law, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested multiplied by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used If for any other purpose. The Surviving Corporation shall (and reason following the Effective Time the cash in the Exchange Fund is insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall cause or the Surviving Corporation to) pay all charges and expenses, including those of Company shall promptly deposit or cause to be deposited cash in immediately available funds into the Exchange Agent, Fund in connection with an amount which is equal to the exchange deficiency in the amount of shares of Company Common Stock and the cash required to fully satisfy such cash payment of the Per Share Merger Consideration in respect of such sharesobligations. Promptly after the Effective Time, Time (and in any event no later than within three (3) Business Days after the Effective TimeDays), Parent shall send, or shall cause the Exchange Agent to send, send to each record holder of shares of Company Common Stock Person who was, at the Effective Time whose shares were converted into the right Time, a registered holder of Shares entitled to receive the Per Share Merger Consideration pursuant to Section 2.03(a‎Section 2.02(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent Merger Sub shall appoint Continental Stock Transfer & Trust a bank or trust company, that has been approved in advance by the Company (which approval shall not be unreasonably withheld, delayed or conditioned), to act as the exchange disbursing agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Disbursing Agent”) to act as agent for the Company’s stockholders who payment of Merger Consideration upon surrender of certificates representing the shares of Company Common Stock. Prior to the Effective Time, the Company and Merger Sub will enter into a disbursing agent agreement with the Disbursing Agent and, at or essentially simultaneously with the Effective Time, Parent shall become entitled cause Merger Sub to receive funds deposit with the Disbursing Agent cash in an aggregate amount necessary to make the payments pursuant to this Agreement, including as agent Section 2.06(b) to and for the purpose benefit of exchanging for the Per Share Merger Consideration, certificates representing holders of shares of Company Common Stock (such amounts being hereinafter referred to as the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To , with such cash to be held in trust by the extent such fund diminishes for any reason below Disbursing Agent, pursuant to the level required to make prompt payment terms of the aggregate Per Share Merger Considerationdisbursing agent agreement referenced above, Parent and for the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion benefit of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make holders of such paymentsshares. The Payment Fund Disbursing Agent shall be invested by invest the Exchange Agent Fund as directed by ParentMerger Sub; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in limited to (i) direct short-term obligations of the United States with maturities of no more than thirty (30) daysAmerica, or guaranteed by, and backed by (ii) short-term obligations for which the full faith and credit of, of the United States. Any and all interest or other amounts earned with respect States of America is pledged to such funds shall become part of provide for the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of principal and interest; provided, further, that no loss thereon or thereof shall affect the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange amounts payable to holders of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a2.06(b). Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 2.06(b) a letter of transmittal shall be promptly paid to Parent. Merger Sub shall, and instructions in forms reasonably satisfactory Parent shall cause Merger Sub to, promptly replenish the Exchange Fund to the Company (which shall specify that the delivery shall be effected, and risk extent of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)any investment losses.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective TimeClosing, Parent shall depositappoint a United States bank or trust company or other independent financial institution in the United States (the “Paying and Exchange Agent”) that is reasonably acceptable to the Company to act, among other things, as paying agent and exchange agent for the Merger and to deliver the Merger Consideration to former stockholders of the Company. The Company and Parent shall enter into a Paying and Exchange Agent agreement with the Paying and Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Paying and Exchange Agent consistent with the terms of this Agreement. Promptly after the Effective Time on the Closing Date, Parent shall deposit (or shall cause to be deposited, ) with the Paying and Exchange Agent, for the account and benefit of the former holders of Company Common Stock, the aggregate Cash Consideration payable and the aggregate number of shares of Parent Common Stock issuable pursuant to this Article IV, in an amount sufficient to pay the aggregate Merger Consideration required to be paid by the Paying and Exchange Agent the aggregate Per Share Merger Consideration in accordance with this Agreement (such cash and Parent Common Stock shall be referred to in this Agreement as the “Payment Consideration Fund”). To In addition, Parent shall make available as necessary cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 4.1(d) and any dividends or distributions which holders of Company Common Stock may be entitled pursuant to Section 4.2(h). In the extent such fund diminishes for any reason below event the level required Consideration Fund shall be insufficient to make prompt payment pay the Merger Consideration (including with respect to Company Common Stock held by stockholders who did not vote in favor of the aggregate Per Share Merger Considerationbut who did not exercise, or who shall have effectively withdrawn or lost, their rights to appraisal of such Company Common Stock under the DGCL), Parent and the Surviving Corporation shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds and shares of Parent Common Stock to the lost portion of such fund so as Paying and Exchange Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a bank or trust company reasonably acceptable to the Company to act as the exchange disbursing agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Disbursing Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of receiving and exchanging the payment of Merger Consideration for the Per Share Merger Consideration, benefit of the Company stockholders upon surrender of certificates representing shares the Shares. The Disbursing Agent shall also act as the agent for the Company stockholders for the purpose of Company Common Stock (holding the “Certificates;” providedcertificates representing the Shares and shall obtain no rights or interests in the Shares represented by such certificates. Parent will enter into a disbursing agent agreement with the Disbursing Agent, howeverand at such times, that any references herein and from time to “Certificates” are deemed time, as the Disbursing Agent requires funds to include references make the payments pursuant to book-entry account statements relating to the ownership of shares of Company Common StockSection 3.6(b). At or prior to the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Exchange Disbursing Agent cash in an aggregate amount necessary to make the aggregate Per Share Merger Consideration payments pursuant to Section 3.6(b) to holders of Shares (such amounts being hereinafter referred to as the “Payment Exchange Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment For purposes of determining the aggregate Per Share Merger Considerationamount to be so deposited, Parent and Merger Subsidiary shall assume that no stockholders of the Surviving Corporation shall promptly replace Company will perfect any right to appraisal of his, her or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentsits Shares. The Payment Fund Disbursing Agent shall be invested by invest the Exchange Agent Fund as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term (i) direct obligations of the United States with maturities of no more than thirty America, (30ii) days, or guaranteed by, and backed by obligations for which the full faith and credit of, of the United StatesStates of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation or (iv) a combination of any of the foregoing; provided further that no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 3.6(b). Any interest and all interest or other amounts earned with respect to income resulting from such funds investment shall become a part of the Payment Fund Exchange Fund, and any amounts in excess of the amounts payable under Section 3.6(b) shall be promptly paid to Parent. If for any reason (including losses) such funds are inadequate to pay all amounts to which holders of Shares shall be entitled hereunder, Parent shall promptly deposit or cause to be deposited additional cash with the Surviving Corporation on Disbursing Agent sufficient to make all payments required under this Agreement, and Parent and the earlier of twelve (12) months after the Effective Date or the full Merger Subsidiary shall in any event be liable for payment of the aggregate Per Share Merger Considerationthereof. The Payment Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) bear and pay all charges and expenses, including those of the Exchange Disbursing Agent, incurred in connection with the exchange of shares of Company Common Stock Shares and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)Fund.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) Company and Parent (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing Consideration for (i) the Certificates or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent Agent, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Company Common Stock (“Shares”) represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). To ) in amounts and at the extent such fund diminishes times necessary for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Exchange Agent shall invest the Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of or guaranteed by the United States with maturities of no more than thirty (30) daysAmerica or in commercial paper obligations rated “A-1” or “P-1” or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or guaranteed a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any interest and other income resulting from such investments shall be paid to, or as directed by, and backed by the full faith and credit of, the United StatesParent. Any and all interest or other amounts earned with respect to such funds shall become part of If for any reason (including losses) the Payment Fund and is inadequate to pay the amounts to which holders of shares shall be paid entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation on promptly to deposit in trust additional cash with the earlier of twelve (12) months after Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Effective Date or Surviving Corporation shall in any event be liable for the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and Shares for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as enter into an agreement (in a form reasonably acceptable to the exchange Company) with an agent selected by Parent (or such other nationally recognized exchange agent agreed that is reasonably satisfactory to between the partiesCompany) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ”) or (ii) uncertificated shares of Company Common StockStock (the “Uncertificated Shares”). At or prior to the Effective Time, Parent shall deposit, deposit (or shall cause to be deposited, ) in cash with the Exchange Paying Agent the aggregate Per Share Merger Consideration to be paid in respect of all shares of Company Stock issued and outstanding prior to the Effective Time (other than Owned Shares and Dissenting Shares) entitled to payment pursuant to Section 2.02(b) (collectively, the “Payment FundAggregate Merger Consideration”). To For the extent avoidance of doubt, such fund diminishes amounts on deposit with the Paying Agent shall not be used for any reason below the level required purpose other than to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause fund payments due pursuant to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentsSection 2.02(b). The Payment Fund shall Aggregate Merger Consideration deposited with the Paying Agent shall, pending its disbursement to such holders, be invested by the Exchange Paying Agent as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of or guaranteed by the United States with maturities of no more than thirty (30) daysAmerica, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s respectively, or guaranteed in money market funds having a rating in the highest investment grade granted by a recognized credit rating agency at the time of the investment. Any net profit resulting from, or interest or income produced by, and backed by the full faith and credit of, the United States. Any and all interest or other such amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection deposit with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesPaying Agent will be payable to Parent or as Parent otherwise directs. Promptly after the Effective Time, Time and in any event no not later than three (3) the third Business Days after Day following the Effective Time, Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock (other than Owned Shares and Dissenting Shares) at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal in customary form and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title with respect to any Certificates shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent Paying Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Acceptance Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for paying the Per Share Merger ConsiderationConsideration as provided in Section 2.2(a). Parent shall provide (or shall cause to be provided) to the Exchange Agent, at or prior to the Effective Time, cash sufficient to pay the Merger Consideration in respect of (i) certificated shares of Company Common Stock (the certificates representing such certificated shares, the “Certificates”) and (ii) the uncertificated shares of Company Common Stock (the “Certificates;” providedUncertificated Shares”) (but not, howeverfor the avoidance of doubt, that any references herein to the Company RSU Merger Consideration) (such cash, the “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockExchange Fund”). At or prior If, for any reason (including losses) the Exchange Fund is inadequate to pay the Effective TimeMerger Consideration in respect of the Certificates and the Uncertificated Shares (excluding, for the avoidance of doubt, the Company RSU Merger Consideration), Parent shall deposit, take all steps necessary to enable or shall cause the Surviving Corporation promptly to be deposited, deposit in trust additional cash with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent sufficient to pay all such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Considerationamounts, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentspayment thereof. The Payment Fund shall be invested by All cash deposited with the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not only be used for any other purpose. The Surviving Corporation shall (the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent shall cause before the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesEffective Time. Promptly after the Effective Time, and Time (but in any no event no later than three five (35) Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Agent to send, send to each record holder of shares Certificates as of Company Common Stock at immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a(other than Parent or any Subsidiary of Parent) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange). Notwithstanding anything to the contrary in this Agreement, no record holder of Uncertificated Shares will be required to deliver an executed letter of transmittal to the Exchange Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.3 with respect of such Uncertificated Shares.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”) an amount in cash equal to the sum of the aggregate Merger Consideration and the aggregate Cash Amount (the “Aggregate Merger Consideration”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund Fund, and any amounts in excess of the amounts payable hereunder shall be paid promptly returned to either Parent or the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationCorporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. If an Equityholder (aA) Prior surrenders to the Effective TimePaying Agent for cancellation (on behalf of the Surviving Corporation) the stock certificates representing such Equityholder’s shares of Company Capital Stock (collectively, such Equityholder’s “Company Certificates”), and (B) delivers to Paying Agent a letter of transmittal substantially in the form of Exhibit D attached hereto with such changes as may be required by the Paying Agent and reasonably acceptable to the Parent shall appoint Continental Stock Transfer & Trust Company as and the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) Equityholders’ Representative (the “Exchange AgentLetter of Transmittal”) (including a properly completed and duly executed IRS Form W-9 or applicable IRS Form W-8, as applicable) duly completed and validly executed in accordance with the instructions thereto, then the Paying Agent shall (to act as agent for the Company’s stockholders who extent of prior delivery of such amounts to the Paying Agent) pay to the holder of such Company Capital Stock an amount in accordance with Section 1.6(b) and such Company Certificate shall become entitled be cancelled pursuant and subject to receive funds pursuant to this Agreement, including as agent for the purpose terms of exchanging for Section 1.6(b). For the Per Share Merger Consideration, certificates representing shares avoidance of Company Common Stock (the “Certificates;” provided, however, that doubt and notwithstanding any references provision herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restoredcontrary, the lost portion Parties agree and acknowledge that each Letter of such fund so as to ensure that it isTransmittal shall contain, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that amongst other customary provisions: (i) no such investment or losses thereon shall relieve Parent from making representations and warranties regarding the payments required by this Article 2 or affect the amount submitting Equityholder’s free and clear ownership of the aggregate Per Share Merger Consideration payable hereunder, Company Capital Stock covered thereby and following any losses Parent shall promptly provide additional funds the Equityholder’s authority to execute and deliver the Exchange Agent in the amount Letter of any such losses, Transmittal; (ii) no confidentiality obligations on behalf of such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement Equityholder (and, as applicable, such Equityholder’s Affiliates); and (iii) a comprehensive, irrevocable general release on behalf of such investments shall be in short-term Equityholder (and, as applicable, such Equityholder’s Affiliates) of any claims, obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation liabilities related to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of or otherwise against the Acquired Companies or any of their current or former directors, officers, employees, agents or Representatives in respect of any act, omission or other matter occurring or on prior to the Closing arising from or related to such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares Equityholders’ ownership of Company Common Capital Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory or relationship to the Company (which shall specify that as an Equityholder. The foregoing agreement regarding the delivery shall be effected, and risk Letter of loss and title shall pass, only upon proper delivery or transfer Transmittal is an essential element of the Certificates (or affidavits of loss in lieu of transactions contemplated by this Agreement and, but for such agreement, the Certificates pursuant Parent and Merger Sub would have been unwilling to Section 2.09) to the Exchange Agent for use in such exchange)enter into this Agreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (Citibank, N.A. in New York, New York or such other nationally recognized exchange agent agreed bank or trust company that may be designated by Parent and is reasonably satisfactory to between the parties) Company (the “Exchange Agent”such consent not to be unreasonably withheld, conditioned or delayed) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” providedPaying Agent”) to receive the funds to which shareholders of the Company will become entitled pursuant to Section 2.02(a), howeverSection 2.04 (in the case of Section 2.04, that any references herein to when ascertained) and Section 2.05 (collectively, the “Certificates” are deemed to include references to book-entry account statements relating Merger Consideration”) and Parent will enter into a paying agent agreement with the Paying Agent, in form and substance reasonably acceptable to the ownership of shares of Company Common Stock)Company. At or prior to the Effective TimeTime or in the case of payments pursuant to Section 2.04, when ascertained, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent Paying Agent, for the aggregate Per Share benefit of the holders of Company Shares, cash in an amount sufficient to pay the Merger Consideration (such cash being hereinafter referred to as the “Payment Fund”). To The Payment Fund shall, pending its disbursement to the extent such fund diminishes holders of Company Shares, be invested by the Paying Agent as directed by Parent or, after the Effective Time, the Surviving Company in (i) short-term direct obligations of the United States of America, (ii) short-term obligations for any reason below which the level required full faith and credit of the United States of America is pledged to make prompt provide for the payment of principal and interest, (iii) short-term commercial paper rated the aggregate Per Share Merger Considerationhighest quality by either Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Services, or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks reasonably acceptable to the Company; provided that no such investment or losses shall affect the amounts payable to such holders of Company Shares and Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, any funds deposited with the Paying Agent that are lost portion of such fund through any investment so as to ensure that it is, the Payment Fund is at all times, times maintained at a level sufficient for the Paying Agent to make such paymentspay the Merger Consideration. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; providedEarnings from investments, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds subject to the Exchange Agent in the amount of any such lossesimmediately preceding proviso, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to and shall be the sole and exclusive property of Parent and the Surviving Corporation on Company. Except as contemplated by Section 2.03(d) hereof, the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ”) or (ii) uncertificated shares of Company Common Stock)Stock (the “Uncertificated Shares”) and exchanging the Warrant Consideration for each share of Company Stock subject to the Company Warrants. At or prior to the Effective Time, Parent shall deposit, or shall cause make available to the Exchange Agent the Merger Consideration to be depositedpaid in respect of the Certificates and the Uncertificated Shares and the Warrant Consideration to be paid in respect of the Company Warrants (but not, for the avoidance of doubt, the In-the-Money Company Stock Option Merger Consideration or the Company RSU Merger Consideration to be paid in respect of In-the-Money Company Stock Options and Company RSUs, respectively). All cash deposited with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall may not be used for any other purpose. The Surviving Corporation shall (purpose not provided in this Agreement, or as otherwise agreed by the Company and Parent shall cause before the Surviving Corporation to) pay all charges and expenses, including those Effective Time. Any income from investment of the Exchange Agent, in connection with Fund will be payable to the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesSurviving Corporation. Promptly after the Effective Time, and Time (but in any no event no later than three (3) five Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into (other than the right to receive Company, Parent, Merger Subsidiary, any Subsidiary of the Per Share Merger Consideration pursuant to Section 2.03(aCompany or Parent, or holders of Dissenting Shares who have not subsequently withdrawn or lost their rights of appraisal) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (a bank or such other nationally recognized exchange agent agreed to between the parties) trust company (the “"Exchange Agent”") to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent holders of Shares and Options for the purpose of exchanging certificates representing such Shares for the Per Share Merger Consideration and distributing the Option Consideration. The fees and expenses of the Exchange Agent shall be paid by the Parent. Parent shall contribute to Merger Subsidiary, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating which in turn shall pay to the ownership Exchange Agent for the benefit of shares the holders of Company Common Stock). At Shares and Options, at or prior to the Effective Time, Parent shall deposit, or shall cause an amount equal to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration and Option Consideration necessary to pay amounts due to the holders of the Shares and Options pursuant to Section 2.1 (the “Payment "Exchange Fund”"). To For purposes of determining the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier Exchange Agent, Parent shall assume that no holder of twelve (12) months after the Effective Date or the full Shares will perfect his right to demand cash payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those fair market value of his Shares pursuant to Section 262 of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesDGCL. Promptly As promptly as practicable after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent Surviving Corporation shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at Shares and/or Options, as appropriate, immediately prior to the Effective Time whose shares were converted into Time, (i) notice of the right to receive effectiveness of the Per Share Merger Consideration pursuant to Section 2.03(aMerger, (ii) a letter of transmittal and instructions in forms transmittal, which shall be a form reasonably satisfactory acceptable to the Company Company, for use in effecting the surrender of certificates representing Shares in exchange for payment of the Merger Consideration therefor and in effecting the cancellation of Options in exchange for payment of the Option Consideration therefor (which which, with respect to certificates representing Shares, shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) such certificates to the Exchange Agent Agent), and (iii) instructions for use in effecting surrender of certificates representing Shares and cancellation of Options. Upon surrender of a certificate representing Shares for cancellation to the Exchange Agent, together with such exchange).letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to the Exchange Agent's instructions, the holder of such certificate shall be entitled to receive in respect thereof cash in an amount equal to the product of (x) the number of Shares represented by such certificate and (y) the Merger Consideration, less any required withholding of Taxes, and the certificate so surrendered shall forthwith be canceled. Upon receipt from the holder of an Option by the Exchange Agent of a duly executed letter

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to On and after the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent Agent, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Company Common Stock and Company Preferred Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”)) in amounts and at the times necessary for such payments. To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and Company Preferred Stock for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock and Company Preferred Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent At least two (or such other nationally recognized exchange agent agreed to between the parties2) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or Business Days prior to the Effective TimeClosing Date, the Company shall deliver to Parent shall deposit, or shall cause to be deposited, with its good faith estimate of the Exchange Agent the aggregate Per Share Aggregate Merger Consideration (the “Payment FundEstimated Aggregate Merger Consideration”). To the extent such fund diminishes for any reason below the level required to make prompt payment , including an estimate of the outstanding amount of Indebtedness of the Company as of the Closing (the “Estimated Indebtedness”), the aggregate Per Share Merger Consideration, Parent amount of Holder Transaction Expenses (the “Estimated Holder Transaction Expenses”) and the Surviving Corporation shall promptly replace or restoreamount of Net Working Capital, or cause to be replaced or restoredin each case including reasonable support for its calculation of the Estimated Aggregate Merger Consideration (and the outstanding amount of Indebtedness of the Company as of the Closing, the lost portion aggregate amount of such fund so as to ensure that it isHolder Transaction Expenses, and the amount of Net Working Capital). The calculation of the Estimated Aggregate Merger Consideration (and the components thereof) shall be prepared in accordance with the Agreed Accounting Principles. In addition, at all timesleast five (5) Business Days prior to the Closing Date, maintained at a level sufficient the Company shall deliver to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that Parent (i) no an itemized list of all Indebtedness of the Company as of the Closing, including the amount of such investment or losses thereon Indebtedness as of the Closing (broken down by Person to whom such Indebtedness is owed), the Person to whom such Indebtedness is owed and wire instructions for such Person to whom such Indebtedness is owed (the “Indebtedness Pay-Off Schedule”); provided that the amount of Indebtedness reflected on the Indebtedness Pay-Off Schedule shall relieve Parent from making the payments required by this Article 2 or affect not exceed the amount of the aggregate Per Share Merger Consideration payable hereunderEstimated Indebtedness, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in (ii) an itemized list of all Holder Transaction Expenses, including the amount of any such lossesHolder Transaction Expenses (broken down by Person to whom such Holder Transaction Expenses are payable), the Person or Persons to whom such Holder Transaction Expenses are owed and wire instructions for such Person or Persons to whom such Holder Transaction Expenses are owed (ii) no such investment the “Holder Transaction Expenses Schedule”); provided that the amount of Holder Transaction Expenses reflected on the Holder Transaction Expenses Schedule shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations not exceed the amount of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)Estimated Holder Transaction Expenses.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided”) or (ii) uncertificated Shares (the “Uncertificated Shares”). The Company and Parent shall enter into a Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating responsibilities and obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the ownership of shares of Company Common Stock)and Parent. At or prior to Promptly after the Effective TimeTime on the Closing Date, Parent shall depositmake available to the Paying Agent, or shall cause as needed, the Merger Consideration to be depositedpaid in respect of the Certificates and the Uncertificated Shares, with in the Exchange Agent aggregate, in an amount sufficient to pay the aggregate Per Share Merger Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash, the “Payment Consideration Fund”). To the extent such fund diminishes In addition, Parent shall make available as necessary cash in an amount sufficient for any reason below the level required to make prompt payment of any dividends or distributions declared, but not paid, by the aggregate Per Share Company prior to the Acceptance Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger ConsiderationConsideration (including on account of any Merger Consideration returned to Parent pursuant to ‎Section 3.03(g)), Parent and the Surviving Corporation shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds to the lost portion of such fund so as Paying Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, Time (and in any event no later than three (3) within two Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Paying Agent) for use in such exchange), the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint has appointed Continental Stock Transfer & Trust Company as the exchange paying agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for in connection with the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Merger. At or prior to the Effective Time, Parent shall deposit, make available or shall cause to be deposited, with made available to the Exchange Paying Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of the Per Share Merger Consideration pursuant to Section 2.4 (such cash being hereinafter referred to as the “Payment Exchange Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall Such funds may be invested by the Exchange Paying Agent as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and and, following any losses losses, Parent shall promptly provide additional funds to the Exchange Paying Agent for the benefit of the Company Stockholders in the amount of any such losses, losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall only be in short-term obligations of the United States of America with maturities of no more than thirty (30) days, 30 days or guaranteed by, by the United States of America and backed by the full faith and credit of, of the United StatesStates of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any If a holder of Dissenting Shares effectively withdraws its demand for, or fails to perfect and all interest or other amounts earned therefore loses its, appraisal rights pursuant to Section 262 of Delaware Law with respect to such funds any Dissenting Shares, Parent shall become part of the Payment Fund and shall make available or cause to be paid made available to the Surviving Corporation on Paying Agent additional funds in an amount equal to the earlier product of twelve (12A) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange number of shares of Company Common Stock Dissenting Shares for which the holder of Dissenting Shares has withdrawn its demand for, or lost its, appraisal rights pursuant to Section 262 of Delaware Law and the payment of (B) the Per Share Merger Consideration in respect of payable to such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)Dissenting Shares.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”"EXCHANGE AGENT") to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided"CERTIFICATES") for the Merger Consideration, howeverand Parent and Exchange Agent shall enter into an exchange agreement which shall, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating in form and substance, be reasonably acceptable to the ownership of shares of Company Common Stock)Company. At or prior Prior to the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Exchange Agent in a separate fund established for the benefit of the holders of shares of Common Stock, cash sufficient to pay the aggregate Per Share Merger Consideration (required to be paid for all of the “Payment Fund”)Certificates at the Effective Time. To Any cash deposited with the extent such fund diminishes Exchange Agent shall not be used for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent purpose other than as set forth in this Article 2 and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; providedParent or the Surviving Corporation in: (A) direct obligations of, that or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (iB) no such investment money market accounts or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount certificates of deposit maturing within 90 days of the aggregate Per Share Merger Consideration payable hereunder, acquisition thereof and following any losses Parent shall promptly provide additional funds to issued by a bank or trust company organized under the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations laws of the United States with maturities of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a "UNITED STATES BANK"), (C) commercial paper issued by a domestic corporation and given a rating of no more lower than thirty A1 by Standard & Poor's Corporation and P1 by Moody's Investors Service, Inc. with a remaining term at the time of xxxxxxxtion thereof not in excess of 90 days or (30D) days, or guaranteed by, demand deposits with any United States Bank. The earnings and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and thereon shall be paid to the Surviving Corporation on the earlier of twelve Parent or as Parent directs. As soon as reasonably practicable (12but not more than five Business Days) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions for use in forms reasonably satisfactory to effecting the Company surrender of a Certificate in exchange for payment of the applicable Merger Consideration (which shall (i) be in a form reasonably acceptable to each of Parent and the Company and (ii) specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a bank or trust company reasonably satisfactory to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as paying agent (the "Paying Agent") for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose payment of exchanging for the Per Share Merger Consideration, Consideration upon surrender of certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Shares. At or prior Prior to the Effective Time, Parent will enter into a paying agent agreement with the Paying Agent, and at such times, and from time to time, as the Paying Agent requires funds to make payment pursuant to Section 2.06(b), Parent shall deposit, deposit or shall cause to be deposited, deposited with the Paying Agent cash in an aggregate amount necessary to make the payments pursuant to Section 2.06(b) to holders of Shares (such amounts being hereinafter referred to as the "Exchange Fund"). The Paying Agent shall invest the aggregate Per Share Merger Consideration Exchange Fund as directed by Parent; provided that such investments shall be (i) direct obligations of the “Payment United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) commercial paper rated the highest quality by either Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation; provided further that no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 2.06(b). Any interest and other income resulting from such investment shall become a part of the Exchange Fund”), and any amounts in excess of the amounts payable under Section 2.06(b) shall be promptly paid to Parent. To the extent that there are losses with respect to such fund diminishes investments or the funds available diminish for any reason other reasons below the level required to make prompt payment payments of the aggregate Per Share Merger ConsiderationConsideration as contemplated hereby, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as restore funds to ensure that it is, at all times, maintained the funds available are at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a payment agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Payment Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging surrendering, for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Payment Agent an amount equal to the aggregate Per Share Merger amount of the Aggregate Consideration (other than with respect to the portion of the Aggregate Consideration related to Company Equity Award that will be paid pursuant to Section 2.04(g)) required to be paid pursuant to this Article 2 (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger ConsiderationAggregate Consideration (other than with respect to the portion of the Aggregate Consideration related to Company Equity Awards that will be paid pursuant to Section 2.04(g)), Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Payment Agent as and to the extent directed by ParentXxxxxx; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Aggregate Consideration payable hereunder, and following any losses Parent shall, or shall cause the Surviving Corporation to, promptly provide additional funds to the Exchange Payment Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve six (126) months after the Effective Date Time or the full payment of the aggregate Per Share Merger ConsiderationAggregate Consideration (other than with respect to the portion of the Aggregate Consideration related to Company Equity Awards that will be paid pursuant to Section 2.04(g)). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Payment Agent, in connection with the exchange conversion of shares of Company Common Stock and into the payment of right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three two (32) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Payment Agent to send, to each record holder of shares of Company Common Stock at as of immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Payment Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Computershare Trust Company Company, N.A. as the exchange agent (or such other nationally recognized exchange agent agreed to between the partiesparties hereto) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging the Merger Consideration for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” ”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective TimeTime and except with respect to the Merger Consideration payable pursuant to Company Restricted Stock Awards (which are governed by Section 2.06(b)), Parent shall deposit, or shall cause to be deposited, deposited with the Exchange Agent the aggregate Per Share Aggregate Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) 30 days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationFund. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)Stock.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Payment Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for acting as the Per Share payment agent in the Merger. Promptly following the Effective Time, Parent shall deposit and make available to the Payment Agent the Merger Consideration, Consideration to be paid in respect of (i) the certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to ”) and (ii) the ownership of uncertificated shares of Company Common Stock). At or prior to Stock (the “Uncertificated Shares”) (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective TimeTime or, Parent shall depositfor the avoidance of doubt, the Company Option Merger Consideration, the Company RSU Merger Consideration or shall cause to be deposited, with the Exchange Agent the aggregate Per Company Restricted Share Merger Consideration Consideration) (the “Payment Fund”). To the extent such fund diminishes If for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (iincluding losses) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid is inadequate to pay the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange amounts to which holders of shares of Company Common Stock and shall be entitled under Section 1.3(b), Parent shall take all steps necessary to enable or cause the payment of Surviving Corporation promptly to deposit (or cause to be deposited) in trust additional cash with the Per Share Payment Agent sufficient to make all payments required under this Agreement (but not any Merger Consideration in respect of such sharesany Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company Option Merger Consideration, the Company RSU Merger Consideration or the Company Restricted Share Merger Consideration). All cash deposited with the Payment Agent shall only be used for the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent before the Effective Time. Any income from investment of the Payment Fund will be payable to the Surviving Corporation. Promptly after the Effective Time, and Time (but in any no event no later than three five (35) Business Days after the Effective Time), Parent shall send, or the Surviving Corporation shall cause the Exchange Payment Agent to send, send to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into (other than the right to receive the Per Share Company, Parent, Merger Consideration pursuant to Section 2.03(a) Subsidiary, any other Subsidiary of Parent, any Company Subsidiary, or holders of Dissenting Shares who have not subsequently withdrawn or lost their rights of appraisal), whether represented by Certificates or Uncertificated Shares, a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Payment Agent) for use in the exchange of such exchangeshares for Merger Consideration pursuant to and in accordance with Section 1.3(b).

Surrender and Payment. (a) Prior to the Effective Time, Parent Merger Subsidiary shall appoint Continental Stock Transfer & Trust a bank or trust company reasonably satisfactory to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as disbursing agent (the "Disbursing Agent") for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose payment of exchanging for the Per Share Merger Consideration, Consideration upon surrender of certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Shares. At or prior Prior to the Effective Time, Merger Subsidiary will enter into a disbursing agent agreement with the Disbursing Agent, and Parent shall deposit, or shall cause Merger Subsidiary to deposit with the Disbursing Agent cash in an aggregate amount necessary to make the payments pursuant to Section 3.06(b) to holders of Shares (such amounts being hereinafter referred to as the "Exchange Fund") prior to the time such payments are to be made by the Disbursing Agent. For purposes of determining the amount to be so deposited, with Merger Subsidiary shall assume that no stockholder of the Company will perfect any right to appraisal of his, her or its Shares. The Disbursing Agent shall invest the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by ParentMerger Subsidiary; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term (i) direct obligations of the United States with maturities of no more than thirty America, (30ii) days, or guaranteed by, and backed by obligations for which the full faith and credit of, of the United StatesStates of America is pledged to provide for the payment of principal and interest, or (iii) commercial paper rated the highest quality by either Moody's Investors Services, Inc. or Standard & Poor's Corporation; prxxxxxx further that no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 3.06(b). Any interest and all interest or other amounts earned with respect to income resulting from such funds investment shall become a part of the Payment Fund Exchange Fund, and any amounts in excess of the amounts payable under Section 3.06(b) shall be promptly paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Parent. Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (Subsidiary shall, and Parent shall cause the Surviving Corporation Merger Subsidiary to) pay all charges and expenses, including those of promptly replenish the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory Fund to the Company (which shall specify that the delivery shall be effected, and risk extent of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)any investment losses.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other a nationally recognized exchange agent agreed financial institution reasonably acceptable to between Parent and the parties) Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided, however, that any references herein ”) or (ii) uncertificated Company Shares (the “Uncertificated Shares”). The Exchange Agent agreement pursuant to “Certificates” are deemed to include references to book-entry account statements relating which Parent shall appoint the Exchange Agent shall be in form and substance reasonably acceptable to the ownership of shares of Company Common Stock)and Parent. At or prior to the Effective Time, Parent shall deposit, deposit with or shall cause otherwise make available to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, the Merger Consideration to be paid in connection with respect of the exchange of shares of Company Common Stock Certificates and the payment of Uncertificated Shares (other than the Per Share Merger Company Restricted Stock) and the Company Equity Award Consideration in respect of the Non-Employee Holders (and, if determined by Parent pursuant to Section 2.04(e), all or a portion of the Company Equity Award Consideration to all or a portion of the Employee Holders). Parent agrees to make available to the Exchange Agent, from time to time as needed, any dividends or distributions to which such sharesholder is entitled pursuant to Section 2.03(f). Promptly after the Effective Time, Time (and in any event no later than three (3) within five Business Days after the Effective Timethereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into (other than the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Company Restricted Stock), a letter of transmittal and instructions in forms customary form and reasonably satisfactory acceptable to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu thereof) or transfer of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent and shall include customary provisions with respect to delivery of an “agent’s message” regarding book-entry transfer of Uncertificated Shares) for use in such exchange). Such letter of transmittal shall be in the form and have such provisions as Parent and the Company may reasonably agree.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental American Stock Transfer & and Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (i) represented by certificates (the “Certificates;” provided, however, ”) or (ii) that any references herein to are uncertificated and represented by book entry (the “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by ParentXxxxxx; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) 30 days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) 12 months after the Effective Date Time or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any purpose other purposethan to make prompt payment of the applicable Per Share Merger Consideration to each holder of shares of Company Common Stock who shall become entitled to receive such funds pursuant to this Agreement. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to At the Effective TimeClosing, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who , Tracor and the Holder Representative shall become entitled to receive funds pursuant to this Agreement, including as agent enter into an Exchange Agent Agreement with the Exchange Agent for the purpose of exchanging for effecting the Per Share Merger Considerationpayments to Holders contemplated hereby. Such agreement shall provide, certificates representing shares of Company Common Stock (the “Certificates;” provided, howeveramong other things, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, shall mail to each record holder of shares of Company Common Stock at Holder a notice that the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) has become effective and a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates and Option Documents shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) and Option Documents to the Exchange Agent in accordance with the terms of delivery specified in such transmittal letter and shall be in such form and have such other provisions as Tracor and the Company may reasonably specify) and instructions for use in effecting the surrender of the Certificates and Option Documents for payment of the Per Share Amount of the Merger Consideration. Upon surrender of a Certificate or Option Document to the Exchange Agent, together with such exchangeletter of transmittal, duly executed, the holder of such Certificate or Option Document shall be entitled to receive therefor one or more cash payments included in the Merger Consideration, calculated in accordance with Section 2.10(e), and the Certificate so surrendered shall forthwith be canceled; provided, however, that those Holders of Company Common Stock listed in the Disclosure Schedule who have executed promissory note(s) in favor of the Company in connection with the acquisition of their shares of Company Common Stock or are otherwise indebted to the Company for withholding taxes or otherwise shall receive from the Exchange Agent the Per Share Amount for each of the shares of Company Common Stock owned by such Holder less the amount of principal and interest outstanding under such promissory note(s) or other indebtedness as set forth in the Disclosure Schedule (which shall be deducted from the first payment of the Per Share Amount) and the Exchange Agent shall in turn remit the amount of such principal and interest to the Surviving Corporation, which shall cancel such promissory note(s) or other such indebtedness. At and after the Effective Time, each Certificate and each Option Document shall be deemed for all corporate purposes to evidence only the right to receive the Per Share Amount of the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Option Document, and shall not evidence any interest in, or any right to exercise the rights of a Holder of, stock in the Surviving Corporation. No interest will be paid or accrued on the cash payable upon the surrender of Certificates or Option Documents except as otherwise provided in this Agreement. If payment for any share of Company Common Stock or Company Stock Option is to be made to a Person other than the one in whose name the Certificate or Option Document surrendered for payment is registered or issued, it shall be a condition to such payment that such Certificate or Option Document be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to On and after the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent Agent, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”)) in amounts and at the times necessary for such payments. To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and Shares for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior Not less than five (5) Business Days prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) Company (the “Exchange Paying Agent”) to act as the agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as and enter into an exchange agent agreement with such Paying Agent for the purpose of exchanging the Merger Consideration for the Per Share Merger Considerationcertificates formerly representing Shares (each, certificates representing shares of Company Common Stock (the a “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockCertificate”). At or prior Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent Paying Agent, by wire transfer of immediately available funds, cash in an amount sufficient to pay (i) the aggregate Per Share Merger Consideration as required to be paid pursuant to Section 2.01; provided, that the Paying Agent shall distribute the funds received by it pursuant to clauses (ii) and (iii) of this Section 2.02(a) to the Surviving Corporation to be paid by the Surviving Corporation in accordance with Section 2.07(a) and Section 2.07(b), (ii) the aggregate Company Stock Option Consideration due to holders of Company Stock Options as required to be paid pursuant to Section 2.07(a), and (iii) the aggregate Company Stock Award Consideration due to holders of Company Stock Awards as required to be paid pursuant to Section 2.07(b) (collectively, the “Payment Fund”). To the extent such fund diminishes The Payment Fund shall not be used for any reason below purpose other than the level required to make prompt payment of the Merger Consideration and shall not be subject to any claim of Parent under this Agreement. If the Payment Fund is inadequate to pay the aggregate Per Share Merger Considerationamounts to which holders of Shares shall be entitled under Section 2.01(b), the holders of Company Stock Options shall be entitled under Section 2.07(a), and the holders of Company Stock Awards shall be entitled under Section 2.07(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all of the foregoing payments required under this Agreement, and Parent and the Surviving Corporation shall promptly replace or restorein any event be liable for the payment thereof, or cause and, for the avoidance of doubt, any losses resulting from investment of the Payment Fund shall not in any way diminish Parent’s and Merger Sub’s obligations to be replaced or restored, the lost portion of such fund so as to ensure that it is, at pay in full all times, maintained at a level sufficient to make such paymentsamounts due under this Agreement. The Payment Fund shall be invested by the Exchange Paying Agent as directed by Parent; provided, that however, that: (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount holders of any such losses, Company Common Stock; and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of or guaranteed by the United States with maturities of no more than thirty (30) days, America or guaranteed by, any agency or instrumentality thereof and backed by the full faith and credit of, of the United StatesStates of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). Any and all net profit resulting from, or interest or other amounts earned with respect to income produced by, such funds shall become part of the Payment Fund and investments shall be paid payable to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment Parent, and any amounts in excess of the aggregate Per Share Merger Consideration. The Payment Fund amounts payable pursuant to Section 2.01, 2.07(a) and 2.07(b) shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause promptly returned to the Surviving Corporation to) pay or Parent, in each case as directed by Parent. Parent shall pay, or cause to be paid, all charges and expenses, including those of the Exchange Paying Agent, in connection with the exchange of shares of Company Common Stock and Shares for the payment of the Per Share Merger Consideration Consideration. As promptly as practicable (but in respect of such shares. Promptly after the Effective Time, and in any no event no later than three (3) Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery letter of transmittal and instructions shall be effected, in the form and risk of loss substance reasonably acceptable to Parent and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09Company) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange an agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, (i) certificates representing shares of Company Common Stock (the “Certificates;” provided”) or (ii) uncertificated shares of Company Stock (the “Uncertificated Shares”), however, that any references herein in each case for the aggregate Merger Consideration payable to “Certificates” are deemed to include references to book-entry account statements relating to the ownership each holder of shares of Company Common Stock. Immediately prior to the Effective Time, the Company shall have Freely Available Cash in an amount not less than the sum of (x) $165.0 million and (y) the aggregate amount received by the Company pursuant to the exercise of Company Stock Options after the date of this Agreement and before the Effective Time (such sum, the “Company Payable Merger Consideration”) available to (A) make the Company Cash Deposit and (B) pay the Option Payment and the RSA Payment. Immediately prior to the Effective Time, the Company shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Stock outstanding immediately prior to the Effective Time, for payment through the Exchange Agent in accordance with this Section 2.03, an amount equal to the Company Payable Merger Consideration less the sum of the Option Payment and the RSA Payment (together with the Additional Company Deposit, the “Company Cash Deposit”). At The Company may make an additional deposit of Freely Available Cash which has not been reserved to pay the Option Payment and the RSA Payment with the Exchange Agent (the “Additional Company Cash Deposit”). The Company Cash Deposit shall be used solely and exclusively for purposes of paying the Merger Consideration in respect of the Certificates and the Uncertificated Shares Table of Contents and shall not be used to satisfy any other obligations of the Company or any of its Subsidiaries. If the Effective Time does not occur by the second Business Day after the Company deposits the Company Cash Deposit with the Exchange Agent, the Exchange Agent shall by the third Business Day after such deposit refund the Company Cash Deposit to the Company by wire transfer of immediately available funds. Immediately prior to the Effective Time, Parent shall depositmake available to the Exchange Agent, or shall cause for the benefit of the holders of Company Stock outstanding immediately prior to the Effective Time, an amount equal to (a) the Merger Consideration to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment paid in respect of the aggregate Per Share Merger Consideration, Parent Certificates and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that Uncertificated Shares less (ib) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional Company Cash Deposit. The funds provided to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of Section 2.03 are referred to herein as the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States“Exchange Fund”. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Within two Business Days after the Effective TimeClosing Date, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for paying the Per Share Merger ConsiderationConsideration as provided in Section 1.2(a). Parent shall provide (or shall cause to be provided) to the Exchange Agent, at or prior to the Effective Time, cash sufficient to pay the Merger Consideration in respect of (i) the certificates representing shares of Company Common Stock or Convertible Preferred Stock (the “Certificates”) and (ii) the uncertificated shares of Company Common Stock (the “Certificates;” providedUncertificated Shares”) (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, howeverfor the avoidance of doubt, that any references herein to the Company Option Merger Consideration, the Company Stock Appreciation Right Consideration, the Company Equity Appreciation Right Consideration or the Preferred Stock Merger Consideration) (such cash, the “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockExchange Fund”). At or prior If, for any reason (including losses) the Exchange Fund is inadequate to pay the Merger Consideration in respect of the Certificates and the Uncertificated Shares (excluding any Merger Consideration in respect of any Dissenting Shares as of the Effective TimeTime or, for the avoidance of doubt, the Company Option Merger Consideration, the Company Stock Appreciation Right Consideration, the Company Equity Appreciation Right Consideration or the Preferred Stock Merger Consideration), Parent shall deposit, take all steps necessary to enable or shall cause the Surviving Corporation promptly to be deposited, deposit in trust additional cash with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent sufficient to pay all such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Considerationamounts, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentspayment thereof. The Payment Fund shall be invested by All cash deposited with the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not only be used for any other purpose. The Surviving Corporation shall (the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent shall cause before the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesEffective Time. Promptly after the Effective Time, and Time (but in any no event no later than three five (35) Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Agent to send, send to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a(other than Parent or any Subsidiary of Parent) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) a depositary (the “Exchange Agent”"Depositary") to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging certificates representing Shares for the Per Share Merger Consideration, certificates representing shares . The Depositary shall at all times be a commercial bank having a combined capital and surplus of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating at least $500,000,000. Buyer will pay to the ownership of shares of Company Common Stock). At or Depositary immediately prior to the Effective Time, Parent shall deposit, or shall cause the Merger Consideration to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesthe Shares. For purposes of determining the Merger Consideration to be so paid, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, and Buyer will send, or will cause the Depositary to send, but in any no event no later than three (3) Business Days business days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates certificates representing Shares to the Depositary) and instructions for use in effecting the surrender of Shares in exchange for the Merger Consideration. (b) Each holder of Shares that has been converted into a right to receive the Merger Consideration, upon surrender to the Depositary of a certificate or affidavits certificates properly representing such Shares, together with a properly completed letter of loss transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in lieu respect of such Shares less any amounts required to be withheld under applicable federal, state, local or foreign income tax regulations. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Certificates Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Depositary any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (e) Any portion of the Merger Consideration paid to the Depositary pursuant to Section 2.092.3(a) that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned to Surviving Corporation, upon demand, and any such holder who has not exchanged his Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to the Exchange Agent Surviving Corporation for use payment of the Merger Consideration in respect of his Shares, without any interest thereon. Notwithstanding the foregoing, Buyer, Merger Subsidiary and the Surviving Corporation shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares on the day immediately prior to such exchange).time as such amounts would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of Buyer free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration paid to the Depositary pursuant to Section 2.3(a) hereof to pay for Shares for which appraisal rights have been perfected shall be returned to Surviving Corporation upon demand. SECTION 2.4

Surrender and Payment. (a) Prior to the Effective Time, Parent Merger Sub shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) a commercial bank or trust company, reasonably acceptable to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging certificates representing Shares for the Per Share Merger Consideration, Consideration which holders of such certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein are entitled to “Certificates” are deemed receive pursuant to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)this Article 1. At or Immediately prior to the Effective Time, Parent Merger Sub shall deposit, or shall cause to be deposited, deposit in trust with the Exchange Agent Agent, cash or immediately available funds in an aggregate amount equal to the aggregate Per Share product of: (i) the total number of Shares outstanding immediately prior to the Effective Time (other than the Shares owned by Merger Sub or the Company and any direct or indirect subsidiary of Merger Sub or the Company); multiplied by (ii) the Merger Consideration (such amount being hereinafter referred to as the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that Merger Sub (i) no so long as such investment or losses thereon shall relieve Parent from making directions do not impair the payments required by this Article 2 or affect the amount rights of the aggregate Per Share Merger Consideration payable hereunderholders of Shares) in Permitted Investments, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned net earnings with respect to such funds shall become part of the Payment Fund and thereto shall be paid to Merger Sub as and when requested by Merger Sub. The Exchange Agent shall, pursuant to irrevocable instructions, make the Surviving Corporation on the earlier of twelve (12payments referred to in Section 1.3(b) months after the Effective Date or the full payment out of the aggregate Per Share Merger ConsiderationPayment Fund. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharespurpose except as provided herein. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall Merger Sub will send, or shall will cause the Exchange Agent to send, to each record holder of shares record of Company Common Stock at Shares which immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration outstanding, other than holders of Shares canceled and retired pursuant to Section 2.03(a1.2(b) hereof: (i) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates Shares to the Exchange Agent); and (or affidavits ii) instructions for use in effecting the surrender of loss in lieu Shares for payment therefor (the “Exchange Instructions”). If for any reason (including losses), the Payment Fund is inadequate to pay the amounts to which the holders of record of Shares which, immediately prior to the Certificates Effective Time were outstanding (other than holders of Shares canceled and retired pursuant to Section 2.091.2(b) hereof), Parent shall take all actions necessary to cause the Surviving Corporation promptly to deposit in trust with the Exchange Agent, additional cash sufficient to make all payments required to be made to the Exchange Agent holders of Shares which immediately prior to the Effective Time were outstanding (other than holders of Shares canceled and retired pursuant to Section 1.2(b) hereof) and Parent and the Surviving Corporation shall, in any event, be liable for use in such exchange)payment thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided”) for the applicable Merger Consideration, howeverand Parent and Exchange Agent shall enter into an exchange agreement which shall, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating in form and substance, be reasonably acceptable to the ownership of shares of Company Common Stock)Company. At or prior Prior to the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Exchange Agent in a separate fund established for the benefit of the holders of shares of Common Stock, cash sufficient to pay the aggregate Per Share Merger Consideration (required to be paid for all of the “Payment Fund”)Certificates at the Effective Time. To Any cash deposited with the extent such fund diminishes Exchange Agent shall not be used for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent purpose other than as set forth in this ARTICLE II (until released as described herein) and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; providedParent or the Surviving Corporation in: (A) direct obligations of, that or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (iB) no such investment money market accounts or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount certificates of deposit maturing within 90 days of the aggregate Per Share Merger Consideration payable hereunder, acquisition thereof and following any losses Parent shall promptly provide additional funds to issued by a bank or trust company organized under the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations laws of the United States with maturities of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a “United States Bank”), (C) commercial paper issued by a domestic corporation and given a rating of no more lower than thirty A1 by Standard & Poor’s Corporation and P1 by Xxxxx’x Investors Service, Inc. with a remaining term at the time of acquisition thereof not in excess of 90 days or (30D) days, or guaranteed by, demand deposits with any United States Bank. The earnings and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and thereon shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date Parent or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and as Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesdirects. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions for use in forms reasonably satisfactory to effecting the Company surrender of a Certificate in exchange for payment of the applicable Merger Consideration (which shall (i) be in a form reasonably acceptable to each of Parent and the Company and (ii) specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a paying agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for payment of the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating Entry Shares”). Parent will enter into a paying agent agreement with the Paying Agent prior to the ownership of shares of Company Common Stock)Closing Date. At or prior to the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit in trust, with the Exchange Agent Paying Agent, sufficient cash in U.S. dollars to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash in U.S. dollars with the Paying Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Parent or the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Paying Agent, in connection with the exchange of shares of Company Common Stock and Shares for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly As promptly as reasonably practicable after the Effective Time, Time and in any event no later than three the third (33rd) Business Days after Day following the Effective TimeClosing, Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Paying Agent) for use in such exchange); provided that, with respect to any holder of Company Common Stock whose shares were converted into Merger Consideration pursuant to Section 2.01(b) and who appears at the Closing in person or by authorized representative, the Paying Agent shall provide the letter of transmittal and instructions for use to such holder at the Closing.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other select a nationally recognized exchange agent agreed to between the parties) financial institution (the “Exchange Agent”identity and terms of appointment of which shall be reasonably acceptable to the Company) to act as agent Paying Agent (the “Paying Agent”) for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for payment of the purpose Merger Consideration in respect of exchanging for the Per Share Merger Consideration, certificates representing shares each share of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating outstanding immediately prior to the ownership of shares of Company Common Stock)Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares, any Dissenting Shares and the Gato Shares. At or prior to the Effective TimeClosing, Parent shall deposit, deposit or shall cause to be deposited, deposited (i) with the Exchange Agent Paying Agent, cash in an amount sufficient to pay the aggregate Per Share Merger Consideration (other than the Employee RS Award Consideration) required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Payment Exchange Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate Option Consideration and Employee RS Award Consideration in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). To In the extent such fund diminishes for any reason below event the level required Exchange Fund or the Compensatory Award Fund shall be insufficient to make prompt payment of the aggregate Per Share payments in connection with the Merger Considerationcontemplated by ‎Section 3.01 or ‎Section 3.05, respectively, Parent and the Surviving Corporation shall promptly replace or restore, deposit or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide deposited additional funds with the Paying Agent or the Company, as applicable, in an amount that is equal to the Exchange Agent deficiency in the amount of any such lossesrequired to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration (iiother than the Employee RS Award Consideration) no such investment shall have maturities that could prevent or delay payments contemplated to be made issued pursuant to this Agreement and (iii) such investments shall be in short-term obligations ‎Section 3.01 out of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United StatesExchange Fund. Any and all interest or other amounts earned with respect to such funds Parent shall become part of the Payment Fund and shall be paid to cause the Surviving Corporation on to pay the earlier of twelve (12) months after the Effective Date or the full payment Option Consideration and Employee RS Award Consideration contemplated to be paid pursuant to ‎Section 3.05 out of the aggregate Per Share Merger ConsiderationCompensatory Award Fund. The Payment Exchange Fund and the Compensatory Award Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Computershare Trust Company Company, N.A. as the exchange agent (or such other nationally recognized exchange agent agreed to between the partiesparties hereto) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration certificates representing shares of Company Common Stock (the “Certificates;” ”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, and except with respect to per share Merger Consideration payable pursuant to Company Restricted Stock Awards (which are governed by Section 2.06(b)), Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share per share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) 30 days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund Fund, and any amounts in excess of the amounts payable hereunder shall be paid promptly returned to either Parent or the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationCorporation, as directed by Parent. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)Stock.

Surrender and Payment. (a) Prior to the Effective Acceptance Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for paying the Per Share Merger ConsiderationConsideration as provided in Section 2.2(a). Parent shall provide (or shall cause to be provided) to the Exchange Agent, at or prior to the Effective Time, cash sufficient to pay the Merger Consideration in respect of (i) certificated shares of Company Common Stock (the certificates representing such certificated shares, the “Certificates”) and (ii) the uncertificated shares of Company Common Stock (the “Certificates;” providedUncertificated Shares”) (but not, howeverfor the avoidance of doubt, that any references herein to the Company PSU Consideration and the Company RSU Consideration) (such cash, the “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockExchange Fund”). At or prior If, for any reason (including losses) the Exchange Fund is inadequate to pay the Effective TimeMerger Consideration in respect of the Certificates and the Uncertificated Shares (excluding, for the avoidance of doubt, the Company PSU Consideration and the Company RSU Consideration), Parent shall deposit, take all steps necessary to enable or shall cause the Surviving Corporation promptly to be deposited, deposit in trust additional cash with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent sufficient to pay all such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Considerationamounts, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentspayment thereof. The Payment Fund shall be invested by All cash deposited with the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not only be used for any other purpose. The Surviving Corporation shall (the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent shall cause before the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesEffective Time. Promptly after the Effective Time, and Time (but in any no event no later than three five (35) Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Agent to send, send to each record holder of shares of Company Common Stock at as of immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a(other than Parent or any Subsidiary of Parent) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange an agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging certificates representing Company Shares (a “Certificate”) for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that consideration set forth in Section 2.1 (i) no such investment or losses thereon shall relieve through Section 2.1(d)(iv). The shares of Parent from making Common and cash to be received as consideration pursuant to Section 2.1(d) (i) through Section 2.1(d)(v), together with cash in lieu of fractional shares as specified in Section 2.8, is referred to herein as the payments required by this Article 2 or affect the amount of the aggregate Per Share “Closing Merger Consideration payable hereunder, and following any losses Consideration.” Parent shall promptly provide additional funds make available to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with as needed, the exchange of shares of Company Common Stock and the payment of the Per Share Closing Merger Consideration to be paid in respect of Company Shares (disregarding for such sharespurpose any Company Shares that may potentially be dissenting shares pursuant to Section 2.6, but less the portions of the Closing Merger Consideration that are Escrow Cash and Escrow Shares to be deposited in the Escrow Fund (as defined in Section 9.2(a)) and less the portions of the Closing Merger Consideration that are to be deposited in the Earn Out Escrow), together with any dividends, interest or other distributions payable pursuant to Section 2.5(g). Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares record of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchangeAgent, shall explain that the Securityholders are bound by the indemnification provisions of ARTICLE IX, shall explain how all requirements under Section 2.5(c) below may be met, and how withholding may be avoided, or if not avoided, will be calculated under Section 2.9 below).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”"EXCHANGE AGENT") to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided"CERTIFICATES") for the Merger Consideration, howeverand Parent and Exchange Agent shall enter into an exchange agreement which shall, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating in form and substance, be reasonably acceptable to the ownership of shares of Company Common Stock)Company. At or prior Prior to the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Exchange Agent in a separate fund established for the benefit of the holders of shares of Common Stock, cash sufficient to pay the aggregate Per Share Merger Consideration (required to be paid for all of the “Payment Fund”)Certificates at the Effective Time. To For purposes of determining the extent Merger Consideration to be so deposited, Parent shall assume that no holder of shares of Common Stock will perfect appraisal rights with respect to such fund diminishes shares. Any cash deposited with the Exchange Agent shall not be used for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent purpose other than as set forth in this Article 2 and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; providedParent or the Surviving Corporation in: (A) direct obligations of, that or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (iB) no such investment money market accounts or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount certificates of deposit maturing within 90 days of the aggregate Per Share Merger Consideration payable hereunder, acquisition thereof and following any losses Parent shall promptly provide additional funds to issued by a bank or trust company organized under the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations laws of the United States with maturities of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a "UNITED STATES BANK"), (C) commercial paper issued by a domestic corporation and given a rating of no more lower than thirty A1 by Standard & Poor's Corporation and P1 by Moody's Investors Service, Inc. with a remaining term at the time of axxxxxxxion thereof not in excess of 90 days or (30D) days, or guaranteed by, demand deposits with any United States Bank. The earnings and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and thereon shall be paid to the Surviving Corporation on the earlier of twelve Parent or as Parent directs. As soon as practicable (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall but not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later more than three (3Business Days) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions for use in forms reasonably satisfactory to effecting the Company surrender of a Certificate in exchange for payment of the Merger Consideration (which shall (i) be in a form reasonably acceptable to each of Parent and the Company and (ii) specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ”) or (ii) uncertificated shares of Company Common StockStock (the “Uncertificated Shares”). At or prior Prior to the Effective Time, Parent shall deposit, or shall cause make available to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment be paid in respect of the aggregate Per Share Merger Consideration, Parent shares of Company Stock represented by Certificates and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentsUncertificated Shares. The Payment Fund shall Such funds may be invested by the Exchange Agent as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, hereunder and following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of the Company in the amount of any such losses, losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall only be in short-term obligations of the United States of America with maturities of no more than thirty (30) days, 30 days or guaranteed by, by the United States of America and backed by the full faith and credit of, of the United StatesStates of America or in commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation or Xxxxx’x Investors Service, Inc., respectively. Any and all interest or other amounts earned with respect to income produced by such funds shall become part of the Payment Fund and shall investments will be paid payable to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationParent, as Parent directs. The Payment Fund shall not parties acknowledge and agree that such funds are owned by Parent for Tax purposes, until paid pursuant to the terms hereof and, accordingly, any income earned on such amounts will be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those treated as income of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesParent. Promptly after the Effective Time, and in any event no Time (but not later than three (3) two Business Days after the Effective Timethereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into notice advising such holder of the right to receive effectiveness of the Per Share Merger Consideration pursuant to Section 2.03(a) Merger, which notice shall include appropriate transmittal instructions (including, if applicable, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (transmittal), which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent, for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a bank or trust company reasonably acceptable to the Company to act as the exchange paying agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” providedBook-Entry Shares”), however, that any references herein and shall enter into a paying agent agreement reasonably acceptable to “Certificates” are deemed to include references to book-entry account statements the Company relating to the ownership of shares of Company Common Stock)Paying Agent’s responsibilities under this Agreement. At or prior to Promptly following the Effective Time, Parent shall deposit, or shall cause the Surviving Entity to be depositeddeposit in trust, with the Exchange Agent Paying Agent, sufficient funds to pay the aggregate Per Share portion of the Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). To Parent and HospitalCo Parent shall cause the extent such fund diminishes Paying Agent to deliver the cash contemplated to be issued pursuant to Section 2.01 out of the Payment Fund. If for any reason below (including investment or other losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall promptly deposit, or cause the Surviving Entity to promptly deposit, additional cash in trust with the Paying Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, and Parent and the Surviving Corporation Entity shall promptly replace or restore, or cause to in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation Entity shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Paying Agent, in connection with the exchange of shares of Company Common Stock and for the Merger Consideration. If Parent shall fail to make payments to the Paying Agent required under this Section 2.02(a), HospitalCo Parent shall, on behalf of Parent, pay such shortfall to the Paying Agent. Any such payment of HospitalCo Parent shall constitute a pre-payment of HospitalCo Parent’s obligation to Parent and its Subsidiaries under the Per Share Merger Consideration in respect of such sharesSeparation Agreement. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent Parent, at its expense, shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing shares of Company Common Stock or (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to ii) book-entry account statements relating to the ownership of shares of Company Common Stock). At or which immediately prior to the Effective TimeTime represented the Shares (the “Book-Entry Shares”). At the Closing, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent Agent, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the Shares represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that however, that: (iA) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in holders of Shares represented by the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement Certificates and the Book-Entry Shares; and (iiiB) such investments shall be in short-term obligations of or guaranteed by the United States with maturities of no more than thirty (30) days, America or guaranteed by, any agency or instrumentality thereof and backed by the full faith and credit of, of the United StatesStates of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). Any and all interest or other amounts earned with respect to such funds shall become part of If the Payment Fund is inadequate to pay the Merger Consideration that is payable in respect of all of the Shares represented by the Certificates and the Book-Entry Shares due to any loss in the Payment Fund or otherwise, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. Any net profit resulting from, or interest or income produced by, such investments shall be paid payable to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment Parent, and any amounts in excess of the aggregate Per Share Merger Consideration. The Payment Fund amounts payable pursuant to Section 2.01 shall not be used for any other purposepromptly returned to the Surviving Corporation or Parent, in each case as directed by Parent. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, incurred in connection with the exchange of shares of Company Common Stock Shares for the Merger Consideration. Except as otherwise expressly set forth in this Agreement, all fees and expenses incurred in connection herewith and the payment of transactions contemplated hereby shall be paid by the Per Share party hereto incurring such expenses, whether or not the Merger is consummated. The Payment Fund shall not be used for any purpose other than to pay the Merger Consideration that is payable in respect of such sharesall of the Shares represented by the Certificates and the Book-Entry Shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Computershare Trust Company Company, N.A. as the exchange payment agent (or such other nationally recognized exchange transfer agent or such other bank or trust company agreed to between the partiesparties hereto) (the “Exchange Payment Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Payment Agent the aggregate Per Share per share Merger Consideration (the “Payment Fund”) for payment to the holders of Company Common Stock pursuant to Section 2.03(a). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Payment Agent as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Payment Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part income from investment of the Payment Fund and shall will be paid payable to Parent or the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationCorporation, as Parent directs. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Payment Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)Stock.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental American Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the 15 “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Aggregate Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund Fund, and any amounts in excess of the amounts payable hereunder shall be paid promptly returned to either Parent or the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationCorporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, promptly, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger

Surrender and Payment. (a) Prior to the Effective Time Parent shall select a nationally recognized financial institution (the identity and terms of appointment of which shall be reasonably acceptable to the Company) to act as Paying Agent in the Merger (the "Paying Agent") for the payment of the Merger Consideration in respect of each share of Company Common Stock outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares, restricted shares pursuant to a Company Restricted Stock Award and except for any Dissenting Shares. Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, deposit or cause to be replaced or restoreddeposited (i) with the Paying Agent, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level cash in an amount sufficient to make pay the aggregate Merger Consideration required to be paid by the Paying Agent in accordance with this Agreement (such paymentscash shall be referred to in this Agreement as the "Exchange Fund"), and (ii) with the Company, cash in an amount sufficient such that the Company has sufficient cash on hand to pay the aggregate Option Consideration and RS/RSU Consideration in accordance with this Agreement (such cash shall be referred to in this Agreement as the "Compensatory Award Fund"). The Payment In the event the Exchange Fund or the Compensatory Award Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making insufficient to make the payments required in connection with the Merger contemplated by this Article 2 Section 3.01 or affect the amount of the aggregate Per Share Merger Consideration payable hereunderSection 3.05, and following any losses respectively, Parent shall promptly provide deposit or cause to be deposited additional funds cash with the Paying Agent or the Company, as applicable, in an amount that is equal to the Exchange Agent deficiency in the amount of any such lossesrequired pay the Merger Consideration, (ii) no such investment shall have maturities that could prevent the Option Consideration or delay payments the RS/RSU Consideration, as applicable. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be made issued pursuant to this Agreement and (iii) such investments shall be in short-term obligations Section 3.01 out of the United States with maturities of no more than thirty Exchange Fund. The Surviving Corporation or an Acquired Company, as applicable, shall pay through payroll (30subject to withholding and deductions required by Applicable Law) days, or guaranteed by, the Option Consideration and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect RS/RSU Consideration contemplated to such funds shall become part be paid pursuant to Section 3.05 out of the Payment Compensatory Award Fund. The Exchange Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Compensatory Award Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent Merger Sub shall appoint Continental Stock Transfer & Trust a bank or trust company reasonably satisfactory to the Company to act as the exchange disbursing agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Disbursing Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose payment of exchanging for the Per Share Merger Consideration, Consideration upon surrender of certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Shares. At or prior Prior to the Effective Time, Merger Sub will enter into a disbursing agent agreement with the Disbursing Agent in form and substance reasonably acceptable to the Company, and Parent shall deposit, or shall cause Merger Sub to deposit with the Disbursing Agent in trust for the benefit of the Company’s shareholders cash in an aggregate amount necessary to make the payments pursuant to Section 3.06(b) to holders of Shares (such amounts being hereinafter referred to as the “Exchange Fund”) prior to the time such payments are to be made by the Disbursing Agent. The Disbursing Agent shall, pursuant to irrevocable instructions, make the payments provided in the preceding sentence out of the Exchange Fund. For purposes of determining the amount to be so deposited, with Merger Sub shall assume that no shareholder of the Company will perfect any right to appraisal of his, her or its Shares. The Disbursing Agent shall invest the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by ParentMerger Sub; providedprovided that, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term (i) direct obligations of the United States with maturities of no more than thirty America, (30ii) days, or guaranteed by, and backed by obligations for which the full faith and credit of, of the United StatesStates of America is pledged to provide for the payment of principal and interest, or (iii) commercial paper rated the highest quality by either Mxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation; provided further that, no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 3.06(b). Any interest and all interest or other amounts earned with respect to income resulting from such funds investment shall become a part of the Payment Fund Exchange Fund, and any amounts in excess of the amounts payable under Section 3.06(b) shall be promptly paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Parent. Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (Sub shall, and Parent shall cause the Surviving Corporation Merger Sub to) pay all charges and expenses, including those of promptly replenish the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory Fund to the Company (which shall specify that the delivery shall be effected, and risk extent of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)any investment losses.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other select a nationally recognized exchange agent agreed to between the parties) financial institution (the “Exchange Agent”identity and terms of appointment of which shall be reasonably acceptable to the Company) to act as paying agent in the Merger (the “Paying Agent”) for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for payment of the purpose Merger Consideration in respect of exchanging for the Per Share Merger Consideration, certificates representing shares each share of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating outstanding immediately prior to the ownership of shares of Company Common Stock). At or Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and except for any Dissenting Shares. Prior to or substantially concurrently with the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited (i) with the Exchange Agent Paying Agent, cash in an amount sufficient to pay the aggregate Per Share Merger Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Payment Exchange Fund”), and (ii) with the Company, cash in an amount sufficient for the Company to pay the aggregate Option Consideration and PSU/RSU Consideration (solely with respect to Company RSU Awards and Company PSU Awards that are vested as of the Closing) in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). To In the extent such fund diminishes for any reason below event the level required Exchange Fund or the Compensatory Award Fund shall be insufficient to make prompt payment of the aggregate Per Share payments in connection with the Merger Considerationcontemplated by Section 3.01 or Section 3.05, respectively, Parent and the Surviving Corporation shall promptly replace or restore, deposit or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide deposited additional funds with the Paying Agent or the Company, as applicable, in an amount that is equal to the Exchange Agent deficiency in the amount of any such lossesrequired to make the applicable payment. The Paying Agent shall, (ii) no such investment and Parent shall have maturities that could prevent or delay payments cause the Paying Agent to, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be made issued pursuant to this Agreement and (iii) such investments shall be in short-term obligations Section 3.01 out of the United States with maturities of no more than thirty Exchange Fund. Parent shall cause the Surviving Corporation or the applicable Subsidiary to pay the Option Consideration and PSU/RSU Consideration (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned solely with respect to such funds shall become part Company RSU Awards and Company PSU Awards that are vested as of the Payment Closing) contemplated to be paid pursuant to Section 3.05 out of the Compensatory Award Fund. The Exchange Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Compensatory Award Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange Company's transfer agent (or such other nationally recognized exchange agent agreed financial institution to between which the partiesCompany and Parent agree) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing and (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to the Effective Time, Parent shall deposit, or shall cause Merger Sub to be depositeddeposit, with the Exchange Agent to be held in trust for the benefit of the holders of Certificates and Book-Entry Shares, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the outstanding shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). To The Exchange Agent shall invest the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of or guaranteed by the United States with maturities of no more than thirty (30) daysAmerica or in commercial paper obligations rated “A-1” or “P-1” or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or guaranteed a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any interest and other income resulting from such investments shall be paid to, or as directed by, and backed by the full faith and credit of, the United StatesParent. Any and all interest or other amounts earned with respect to such funds shall become part of If for any reason (including losses) the Payment Fund and is inadequate to pay the amounts to which holders of shares shall be paid entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation on promptly to deposit in trust additional cash with the earlier of twelve (12) months after Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Effective Date or Surviving Corporation shall in any event be liable for the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and for the payment of the Per Share Merger Consideration Consideration. As soon as practicable, but in respect of such shares. Promptly after the Effective Time, and in any event no later than three five (35) Business Days after following the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(aTime, (i) a letter of transmittal (which shall be in customary form and instructions in forms reasonably satisfactory to have such other provisions as Parent and the Company (which shall reasonably agree and shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates, or Loss Documentation in lieu thereof as provided in Section 3.06, or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent), and (ii) instructions for use in such exchange)effecting the surrender of Certificates or Book-Entry Shares for the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a bank or trust company reasonably satisfactory to the Company to act as the exchange paying agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose payment of exchanging for the Per Share Merger Consideration, Consideration upon surrender of certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Shares. At or prior Prior to the Effective Time, Parent will enter into a paying agent agreement with the Paying Agent, and at such times, and from time to time, as the Paying Agent requires funds to make payment pursuant to Section 2.06(b), Parent shall deposit, deposit or shall cause to be deposited, deposited with the Exchange Paying Agent cash in an aggregate amount necessary to make the aggregate Per Share Merger Consideration payments pursuant to Section 2.06(b) to holders of Shares (such amounts being hereinafter referred to as the “Payment Exchange Fund”). The Paying Agent shall invest the Exchange Fund as directed by Parent; provided that such investments shall be (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) commercial paper rated the highest quality by either Mxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation; provided further that no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 2.06(b). Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 2.06(b) shall be promptly paid to Parent. To the extent that there are losses with respect to such fund diminishes investments or the funds available diminish for any reason other reasons below the level required to make prompt payment payments of the aggregate Per Share Merger ConsiderationConsideration as contemplated hereby, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as restore funds to ensure that it is, at all times, maintained the funds available are at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange Company’s transfer agent (or such other nationally recognized exchange agent agreed financial institution to between which the partiesCompany and Parent agree) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger ConsiderationConsideration for: (i) the Certificates, certificates representing and (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to the Effective Time, Parent shall deposit, or shall cause Merger Sub to be depositeddeposit, with the Exchange Agent to be held in trust for the benefit of the holders of Certificates and Book-Entry Shares, sufficient funds to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the outstanding shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). To The Exchange Agent shall invest the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of or guaranteed by the United States with maturities of no more than thirty (30) daysAmerica or in commercial paper obligations rated “A-1” or “P-1” or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or guaranteed a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any interest and other income resulting from such investments shall be paid to, or as directed by, and backed by the full faith and credit of, the United StatesParent. Any and all interest or other amounts earned with respect to such funds shall become part of If for any reason (including losses) the Payment Fund and is inadequate to pay the amounts to which holders of shares shall be paid entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation on promptly to deposit in trust additional cash with the earlier of twelve (12) months after Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Effective Date or Surviving Corporation shall in any event be liable for the full payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and for the payment of the Per Share Merger Consideration Consideration. As soon as practicable, but in respect of such shares. Promptly after the Effective Time, and in any event no later than three five (35) Business Days after following the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(aTime, (i) a letter of transmittal (which shall be in customary form and instructions in forms reasonably satisfactory to have such other provisions as Parent and the Company (which shall reasonably agree and shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates, or Loss Documentation in lieu thereof as provided in Section 3.06, or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent), and (ii) instructions for use in such exchange)effecting the surrender of Certificates or Book-Entry Shares for the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “"Exchange Agent”") to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “"Certificates;” provided") for the Merger Consideration, howeverand Parent and Exchange Agent shall enter into an exchange agreement which shall, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating in form and substance, be reasonably acceptable to the ownership of shares of Company Common Stock)Company. At or prior Prior to the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Exchange Agent in a separate fund established for the benefit of the holders of shares of Common Stock, cash sufficient to pay the aggregate Per Share Merger Consideration (required to be paid for all of the “Payment Fund”)Certificates at the Effective Time. To For purposes of determining the extent Merger Consideration to be so deposited, Parent shall assume that no holder of shares of Common Stock will perfect appraisal rights with respect to such fund diminishes shares. Any cash deposited with the Exchange Agent shall not be used for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent purpose other than as set forth in this Article 2 and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; providedParent or the Surviving Corporation in: (A) direct obligations of, that or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (iB) no such investment money market accounts or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount certificates of deposit maturing within 90 days of the aggregate Per Share Merger Consideration payable hereunder, acquisition thereof and following any losses Parent shall promptly provide additional funds to issued by a bank or trust company organized under the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations laws of the United States with maturities of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a "United States Bank"), (C) commercial paper issued by a domestic corporation and given a rating of no more lower than thirty A1 by Standard & Poor's Corporation and P1 by Moody's Investors Service, Inc. with a remaining term at the time of xxxxxxition thereof not in excess of 90 days or (30D) days, or guaranteed by, demand deposits with any United States Bank. The earnings and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and thereon shall be paid to the Surviving Corporation on the earlier of twelve Parent or as Parent directs. As soon as practicable (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall but not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later more than three (3Business Days) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions for use in forms reasonably satisfactory to effecting the Company surrender of a Certificate in exchange for payment of the Merger Consideration (which shall (i) be in a form reasonably acceptable to each of Parent and the Company and (ii) specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (ac) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ”) or (ii) uncertificated shares of Company Common StockStock (the “Uncertificated Shares”). At or prior Prior to the Effective Time, Parent shall deposit, or shall cause make available to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment be paid in respect of the aggregate Per Share Merger Consideration, Parent shares of Company Stock represented by Certificates and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentsUncertificated Shares. The Payment Fund shall Such funds may be invested by the Exchange Agent as directed by Parent; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, hereunder and following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of the Company in the amount of any such losses, losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall only be in short-term obligations of the United States of America with maturities of no more than thirty (30) days, 30 days or guaranteed by, by the United States of America and backed by the full faith and credit of, of the United StatesStates of America or in commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation or Xxxxx’x Investors Service, Inc., respectively. Any and all interest or other amounts earned with respect to income produced by such funds shall become part of the Payment Fund and shall investments will be paid payable to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationParent, as Parent directs. The Payment Fund shall not parties acknowledge and agree that such funds are owned by Parent for Tax purposes, until paid pursuant to the terms hereof and, accordingly, any income earned on such amounts will be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those treated as income of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such sharesParent. Promptly after the Effective Time, and in any event no Time (but not later than three (3) two Business Days after the Effective Timethereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into notice advising such holder of the right to receive effectiveness of the Per Share Merger Consideration pursuant to Section 2.03(a) Merger, which notice shall include appropriate transmittal instructions (including, if applicable, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (transmittal), which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent, for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided”) or (ii)uncertificated Shares (the “Uncertificated Shares”). The Company and Parent shall enter into a Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating responsibilities and obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the ownership of shares of Company Common Stock)and Parent. At or prior to Promptly after the Effective TimeTime on the Closing Date, Parent shall depositmake available to the Paying Agent, or shall cause as needed, the Merger Consideration to be depositedpaid in respect of the Certificates and the Uncertificated Shares, with in the Exchange Agent aggregate, in an amount sufficient to pay the aggregate Per Share Merger Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash, the “Payment Consideration Fund”). To the extent such fund diminishes In addition, Parent shall make available as necessary cash in an amount sufficient for any reason below the level required to make prompt payment of any dividends or distributions declared, but not paid, by the aggregate Per Share Company prior to the Acceptance Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger ConsiderationConsideration (including on account of any Merger Consideration returned to Parent pursuant to ‎Section 3.03(g)), Parent and the Surviving Corporation shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds to the lost portion of such fund so as Paying Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, Time (and in any event no later than three (3) within two Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Paying Agent) for use in such exchange), the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a commercial bank or trust company that is reasonably satisfactory to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as paying agent for the purpose of exchanging for paying the Per Share Merger Consideration, certificates representing shares Consideration to the holders of Company Common Stock (and shall enter into a paying agent agreement with the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Paying Agent. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent Paying Agent, for the aggregate Per Share Merger Consideration benefit (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent from and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment Time) of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange holders of shares of Company Common Stock and Stock, for payment in accordance with this Section 2.03 through the payment of Paying Agent, cash sufficient to pay the Per Share aggregate Merger Consideration in respect of such sharespursuant to Section 2.02. All cash deposited with the Paying Agent pursuant to this Section 2.03(a) shall be referred to as the “Payment Fund.” Promptly after the Effective Time, Time (and in any event no later than three within two (32) Business Days after following the Effective TimeClosing Date), Parent shall send, or shall cause the Exchange Paying Agent to send, to each Person who was, immediately prior to the Effective Time, a holder of record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right entitled to receive payment of the Per Share Merger Consideration pursuant to Section 2.03(a2.02(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Paying Agent in accordance with the procedures set forth in the letter of transmittal) for use in such exchange)payment. The Payment Fund may be invested by the Paying Agent as directed by Parent in short term obligations of the United States of America with maturities of no more than thirty (30) days, short term obligations guaranteed by the United States of America, commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs.

Surrender and Payment. (a) Prior to the Effective Time, Parent Merger Subsidiary shall appoint Continental Stock Transfer & Trust a bank or trust company reasonably satisfactory to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as disbursing agent (the "Disbursing Agent") for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose payment of exchanging for the Per Share Merger Consideration, Consideration upon surrender of certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Shares. At or prior Prior to the Effective Time, Merger Subsidiary will enter into a disbursing agent agreement with the Disbursing Agent, and Parent shall deposit, or shall cause Merger Subsidiary to deposit with the Disbursing Agent cash in an aggregate amount necessary to make the payments pursuant to Section 3.06(b) to holders of Shares (such amounts being hereinafter referred to as the "Exchange Fund") prior to the time such payments are to be made by the Disbursing Agent. For purposes of determining the amount to be so deposited, with Merger Subsidiary shall assume that no stockholder of the Company will perfect any right to appraisal of his, her or its Shares. The Disbursing Agent shall invest the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by ParentMerger Subsidiary; provided, provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term (i) direct obligations of the United States with maturities of no more than thirty America, (30ii) days, or guaranteed by, and backed by obligations for which the full faith and credit of, of the United StatesStates of America is pledged to provide for the payment of principal and interest, or (iii) commercial paper rated the highest quality by either Moody's Investors Services, Inc. or Standard & Poor's Corporation; proxxxxx xurther that no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 3.06(b). Any interest and all interest or other amounts earned with respect to income resulting from such funds investment shall become a part of the Payment Fund Exchange Fund, and any amounts in excess of the amounts payable under Section 3.06(b) shall be promptly paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Parent. Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (Subsidiary shall, and Parent shall cause the Surviving Corporation Merger Subsidiary to) pay all charges and expenses, including those of promptly replenish the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory Fund to the Company (which shall specify that the delivery shall be effected, and risk extent of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange)any investment losses.

Surrender and Payment. (a) Prior to the Effective Timemailing of the Company Proxy Statement (as defined in Section 3.09), Parent Merger Sub shall appoint Continental Stock Transfer & Trust Company as the exchange an agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging certificates representing Shares for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of Merger Sub will make available to the Exchange Agent, in connection with at the exchange of shares of Company Closing Date, the Common Stock and the payment of the Per Share Merger Consideration to be paid in respect of such sharesthe Shares. For purposes of determining the Common Stock Consideration to be made available, Merger Sub shall assume that no holder of Shares will exercise dissenters’ rights. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall Surviving Corporation will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates certificates representing Shares to the Exchange Agent). (or affidavits b) Each holder of loss in lieu of Shares that have been converted into a right to receive the Certificates pursuant to Section 2.09) Common Stock Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Common Stock Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for use all purposes, only the right to receive such Common Stock Consideration. No interest will be paid or will accrue on the Common Stock Consideration. (c) If any portion of the Common Stock Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such exchange)payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Common Stock Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged his Shares for the Common Stock Consideration in accordance with this Section prior to that time shall thereafter look only to the Surviving Corporation for payment of the Common Stock Consideration in respect of his Shares. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Common Stock Consideration made available to the Exchange Agent pursuant to Section 1.03(a) to pay for Shares for which dissenters’ rights have been perfected shall be returned to the Surviving Corporation, upon demand. SECTION 1.04.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust an agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration as promptly as practicable after the Effective Time (i) certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ”) or (ii) uncertificated shares of Company Common StockStock (the “Uncertificated Shares”). At or prior The Exchange Agent agreement pursuant to which Parent shall appoint the Exchange Agreement shall be in form and substance reasonably acceptable to the Company and Parent. Prior to the Effective Time, Parent shall deposit, or shall cause make available to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment be paid in respect of the aggregate Per Share Merger Consideration, Parent shares represented by such Certificates and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentsUncertificated Shares. The Payment Fund shall Such funds may be invested by the Exchange Agent as directed by Parent; providedprovided that such funds shall only be invested in the manner provided in the Exchange Agent Agreement, that (i) and no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunderto holders of Company Common Stock entitled to receive such consideration, and following any losses to the extent necessary to pay the Merger Consideration, Parent shall promptly provide cause to be provided additional funds to the Exchange Agent in for the amount benefit of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares holders of Company Common Stock and the payment of the Per Share Merger Consideration in respect of entitled to receive such sharesconsideration. Promptly As promptly as practicable after the Effective Time, and in any event Time (but no later than three (3) two Business Days after thereafter), the Effective Time, Parent Surviving Corporation shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions (which shall be in forms a form reasonably satisfactory acceptable to the Company (and Parent and finalized prior to the Effective Time and which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates Uncertificated Shares to the Exchange Agent) for use in such exchange (or affidavits the “Letter of loss Transmittal”). The Company shall prepare in lieu good faith and provide to Parent no later than three Business Days prior to the Closing Date a written statement setting forth in reasonable detail its good faith estimate of the Certificates pursuant to Section 2.09) total unrestricted cash of the Company and its Subsidiaries as of the Closing Date (the “Estimated Closing Date Cash”). At Closing, the Company shall wire to the Exchange Agent for use in such exchangean amount of cash specified by the Parent (“Company Cash”), the proceeds of which will be used by the Exchange Agent to pay a portion of the Merger Consideration. At least one day prior to the Closing, the Parent shall deliver to the Company written notice of the amount of Company Cash to be wired to the Exchange Agent and appropriate wire instructions. The Company Cash shall not be greater than the amount of the Estimated Closing Date Cash.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other select a nationally recognized exchange agent agreed to between the parties) financial institution (the “Exchange Agent”identity and terms of appointment of which shall be reasonably acceptable to the Company) to act as agent Paying Agent (the “Paying Agent”) for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for payment of the purpose Merger Consideration in respect of exchanging for the Per Share Merger Consideration, certificates representing shares each share of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating outstanding immediately prior to the ownership of shares of Company Common Stock)Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and except for any Dissenting Shares and Rollover Shares. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, deposit or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that deposited (i) no such investment or losses thereon shall relieve Parent from making with the payments required by this Article 2 or affect the Paying Agent, cash in an amount of sufficient to pay the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds required to be paid by the Exchange Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the amount of any such losses“Exchange Fund”), (ii) no with the Company, cash in an amount sufficient to pay the aggregate Option Consideration, RSU Consideration, and RSA Consideration in accordance with this Agreement (such investment cash shall have maturities be referred to in this Agreement as the “Compensatory Award Fund”); provided that could prevent the Company shall, and shall cause its Subsidiaries to, at the written request of Parent, deposit with the Paying Agent at the Closing such portion of the Merger Consideration, Option Consideration, RSU Consideration or delay RSA Consideration from the Company Cash on Hand as specified in such request. In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Merger contemplated by Section 3.01 or Section 3.05, respectively, Parent shall promptly deposit or cause to be made deposited additional funds with the Paying Agent or the Company, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to this Agreement and (iii) such investments shall irrevocable instructions, deliver the Merger Consideration contemplated to be in short-term obligations issued pursuant to Section 3.01 out of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United StatesExchange Fund. Any and all interest or other amounts earned with respect to such funds Parent shall become part of the Payment Fund and shall be paid to cause the Surviving Corporation on to pay the earlier of twelve (12) months after the Effective Date or the full payment Option Consideration, RSU Consideration, and RSA Consideration contemplated to be paid pursuant to Section 3.05 out of the aggregate Per Share Merger ConsiderationCompensatory Award Fund. The Payment Exchange Fund and the Compensatory Award Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ”) and (ii) uncertificated shares of Company Common StockStock (the “Uncertificated Shares”). At or prior to As of the Effective Time, Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent the aggregate Per Share Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares that are not Company Restricted Stock Awards (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days, days or guaranteed by, by the United States of America and backed by the full faith and credit of, of the United StatesStates of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any and all interest or other amounts earned with respect to such funds shall become part of If for any reason (including losses) the Payment Fund and is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be paid entitled under Section 2.03, Parent shall take all steps necessary to enable or cause the Surviving Corporation on promptly to deposit in trust additional cash with the earlier of twelve (12) months after Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Effective Date or the full Surviving Corporation shall in any event be liable for payment of the aggregate Per Share Merger Considerationthereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall will appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties) Target (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration: (i) the Certificates, certificates representing or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Target Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating to the ownership of shares of Company Common StockEntry Shares”). At or prior to On and after the Effective Time, Parent shall will deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent Agent, (y) sufficient funds to pay (A) the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Target Common Stock represented by the Certificates and the Book-Entry Shares, (B) the Option Consideration and (C) the Stock Award Consideration (collectively, the “Payment Fund”)) in amounts and at the times necessary for such payments, and (z) an amount sufficient to pay the fees and expenses of the Exchange Agent. To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is inadequate to pay the amounts to which holders of shares of Target Common Stock be entitled under Section 4.01(b) or Target Stock Options or Target Stock Awards will be entitled under Section 4.07, Parent will take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, and Parent and the Surviving Corporation shall promptly replace or restore, or cause to will in any event be replaced or restored, liable for the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentspayment thereof. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall will not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) will pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Target Common Stock and for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company Target Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall will specify that the delivery shall will be effected, and risk of loss and title shall will pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint Continental Stock Transfer & Trust Company as the exchange an agent (or such other nationally recognized exchange agent agreed to between the parties"EXCHANGE AGENT") (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging certificates representing Shares for the Per Share Merger Consideration, certificates representing shares of Company Common Stock (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of Buyer will make available to the Exchange Agent, in connection with such amounts as may be needed from time to time, the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration to be paid in respect of such sharesthe Shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall Buyer will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates certificates representing Shares to the Exchange Agent). (or affidavits b) Each holder of loss in lieu of Shares that have been converted into a right to receive the Certificates pursuant to Section 2.09) Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. From and after the Effective Time, all shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired and each such certificate shall, after the Effective Time, represent for use all purposes, only the right to receive such Merger Consideration. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided in this Agreement or by applicable law. All cash paid upon the surrender of certificates in accordance with the terms of this Section 1.03 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such exchange)certificates. (c) If any portion of the Merger Consideration is to be paid to a Person (as defined below) other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to Buyer, upon demand, and any such holder who has not exchanged his Shares for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Buyer for payment of the Merger Consideration in respect of his Shares. Notwithstanding the foregoing, Buyer shall not A-2 7 be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Buyer free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Buyer, upon demand. SECTION 1.04.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (or such other a nationally recognized exchange agent agreed financial institution reasonably acceptable to between Parent and the parties) Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided, however, that any references herein ”) or (ii) uncertificated Company Shares (the “Uncertificated Shares”). The Exchange Agent agreement pursuant to “Certificates” are deemed to include references to book-entry account statements relating which Parent shall appoint the Exchange Agent shall be in form and substance reasonably acceptable to the ownership of shares of Company Common Stock)and Parent. At or prior to the Effective Time, Parent shall depositdeposit with, or shall cause to be depositedotherwise make available to, with the Exchange Agent the aggregate Per Share Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (other than the “Payment Fund”Company Restricted Stock) and the Company Equity Award Consideration in respect of the Non-Employee Holders (and, if determined by Parent pursuant to ‎Section 2.04(d), all or a portion of the Company Equity Award Consideration to all or a portion of the Employee Holders). To the extent such fund diminishes for any reason below the level required Parent agrees to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause available to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of from time to time as needed, any dividends or distributions to which such sharesholder is entitled pursuant to Section 2.03(f). Promptly after the Effective Time, Time (and in any event no later than three within five (35) Business Days after the Effective Timethereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into (other than the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Company Restricted Stock), a letter of transmittal and instructions in forms customary form and reasonably satisfactory acceptable to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu thereof) or transfer of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent and shall include customary provisions with respect to delivery of an “agent’s message” regarding book-entry transfer of Uncertificated Shares) for use in such exchange). Such letter of transmittal shall be in the form and have such provisions as Parent and the Company may reasonably agree.

Surrender and Payment. (a) Prior to the Effective Time, Parent SUI shall appoint Continental Stock Transfer & Trust Company as the an exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Aggregate Per Share Merger Consideration, Consideration for (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided, however, that any references herein to ”) and (ii) uncertificated Company Shares (the “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockUncertificated Shares”). At or prior to As of the Effective Time, Parent SUI shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Aggregate Per Share Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Exchange Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent SUI shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Agent) for use in such exchange).. (b) Each holder of Company Shares that have been converted into the right to receive the Aggregate Per Share Merger Consideration shall be entitled to receive the Applicable Per Share Merger Consideration in respect of the Company Shares represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Applicable Per Share Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. (c) If any portion of the Aggregate Per Share Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Aggregate Per Share Merger Consideration paid upon the surrender of Certificates or transfer of Uncertificated Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Shares formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of Company Shares on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Applicable Per Share Merger Consideration provided for, and in accordance with the procedures set forth, in this Section 2. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of Company Shares one year after the Effective Time shall be returned to SUI, upon demand, and any such holder who has not exchanged Company Shares for the Applicable Per Share Merger Consideration in accordance with this Section 2 prior to that time shall thereafter look only to SUI for payment of the Applicable Per Share Merger Consideration. Notwithstanding the foregoing, SUI shall not be liable to any holder of Company Shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Company Shares two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by Applicable Law, the property of SUI free and clear of any claims or interest of any Person previously entitled thereto. (f) If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of beneficial interests of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Applicable Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted if required to account for such change; provided that the Aggregate Per Share Merger Consideration shall remain the same. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of stock of SUI or partnership interests of SCOLP shall occur as a result of the reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Merger Consideration, the Class A Common Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted if required; provided that the Aggregate Per Share Merger Consideration shall remain the same. (g) Each of the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of any applicable Tax law. To the extent that amounts are so deducted and withheld by the Surviving Corporation or the Exchange Agent, as the case may be, and are paid to the relevant Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by SUI, the posting by such Person of a bond, in such reasonable amount as SUI may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Applicable Per Share Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this Section 2. 2.5

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided”) or (ii) uncertificated Shares (the “Uncertificated Shares”). The Company and Parent shall enter into a paying agent agreement with the Paying Agent which agreement shall set forth the duties, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating responsibilities and obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the ownership of shares of Company Common Stock). At or and Parent prior to the Effective Acceptance Time. On the date of the Closing, Parent shall deposit, deposit with the Paying Agent (or shall cause the Company to deposit with the Paying Agent), cash sufficient to pay the aggregate Offer Price payable pursuant to Section 2.01(e) and the aggregate Merger Consideration to be depositedpaid in respect of the Certificates and the Uncertificated Shares (such cash, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Consideration Fund”). To In the extent such fund diminishes for event the Consideration Fund shall be insufficient to pay the Merger Consideration (including on account of any reason below the level required Merger Consideration returned to make prompt payment of the aggregate Per Share Merger ConsiderationParent pursuant to Section 3.03(g)), Parent and the Surviving Corporation shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered (including by causing the Surviving Corporation, following the lost portion of such fund so as Effective Time, to ensure deliver), additional funds to the Paying Agent in an amount that it is, at all times, maintained at a level sufficient is equal to the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, Time (and in any event no later than within three (3) Business Days after the Effective Time), Parent the Company shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share (other than Parent or Merger Consideration pursuant to Section 2.03(a) Sub), a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Paying Agent) for use in such exchange), with the form and substance of such letter of transmittal and instructions to be reasonably agreed to by Parent and the Company and prepared prior to the Acceptance Time.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates;” provided”) or (ii) uncertificated Shares (the “Uncertificated Shares”). The Company and Parent shall enter into a Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating responsibilities and obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the ownership of shares of Company Common Stock)and Parent. At or prior to Promptly after the Effective TimeTime on the Closing Date, Parent shall depositmake available to the Paying Agent, or shall cause as needed, the Merger Consideration to be depositedpaid in respect of the Certificates and the Uncertificated Shares, with in the Exchange Agent aggregate, in an amount sufficient to pay the aggregate Per Share Merger Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash, the “Payment Consideration Fund”). To the extent such fund diminishes In addition, Parent shall make available as necessary cash in an amount sufficient for any reason below the level required to make prompt payment of any dividends or distributions declared, but not paid, by the aggregate Per Share Company prior to the Acceptance Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger ConsiderationConsideration (including on account of any Merger Consideration returned to Parent pursuant to Section 3.03(g)), Parent and the Surviving Corporation shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds to the lost portion of such fund so as Paying Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, Time (and in any event no later than three (3) within two Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Paying Agent) for use in such exchange), the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a paying agent reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Agent”) to act as the agent for payment of the Company’s stockholders who shall become entitled Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for Effective Time represented the Per Share Merger Consideration, certificates representing shares of Company Common Stock Shares (the “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to bookBook-entry account statements relating Entry Shares”). Parent will enter into a paying agent agreement with the Exchange Agent in form and substance reasonably acceptable to the ownership of shares of Company Common Stock)at least two (2) Business Days prior to the Closing Date. At or prior to the Effective Time, Parent shall deposit, or shall cause the Surviving Company to be depositeddeposit in trust, with the Exchange Agent Agent, sufficient cash in U.S. dollars to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the issued and outstanding Company Common Shares represented by the Certificates and the Book-Entry Shares, other than Dissenting Shares and shares to be cancelled and retired pursuant to Section 2.01(a) (such aggregate amount as deposited with the Exchange Agent, the “Payment Fund”). To the extent such fund diminishes If for any reason below (including losses) the level required Payment Fund is at any time inadequate to pay the amounts to which holders of Company Common Shares shall be entitled under Section 2.02(b), Parent shall take all steps necessary to enable or cause the Surviving Company promptly to deposit in trust additional cash in U.S. dollars with the Exchange Agent sufficient to make prompt payment of the aggregate Per Share Merger Considerationall payments required under this Agreement, and Parent and the Surviving Corporation Company shall promptly replace or restore, or in any event be liable for the payment thereof. The Exchange Agent shall cause the Payment Fund to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from held for the benefit of the holders of record of Company Common Stock (other than the Dissenting Shares and any shares to be cancelled and retired pursuant to Section 2.01(a)) and (ii) applied promptly to making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger ConsiderationSection 2.02(b). The Payment Fund shall not be used for any purpose other purposethan to fund payments pursuant to Section 2.02(b), except as expressly provided for in this Agreement. The Surviving Corporation shall (and Parent shall, or shall cause the Surviving Corporation Company to) , pay all charges fees and expenses, including those expenses of the Exchange Agent, including those in connection with the exchange of shares of Company Common Stock and Shares for the payment of the Per Share Merger Consideration in respect of such sharesConsideration. Promptly As promptly as reasonably practicable after the Effective Time, Time and in any event no later than three the third (33rd) Business Days after Day following the Effective TimeClosing, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose (other than any shares were converted into the right to receive the Per Share Merger Consideration be cancelled and retired pursuant to Section 2.03(a) 2.01(a)), a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book-Entry Shares to the Exchange Agent Agent) for use in such exchangeexchange (the “Letter of Transmittal”).; provided, however, that, with respect to any holder of Company Common Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(b) and who appears at the Closing in person or by authorized representative, Parent and Surviving Company shall, or shall cause the Exchange Agent to, provide the Letter of Transmittal to such holder at the Closing. 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Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties) (the “Exchange Paying Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, Consideration certificates representing shares of Company Common Stock Shares (the “Certificates;” provided”) or uncertificated Shares (the “Uncertificated Shares”). The Company and Parent shall enter into a Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating responsibilities and obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the ownership Company and Parent. Promptly after the Effective Time on the date of shares Closing, Parent shall make available to the Paying Agent, as needed, the Merger Consideration to be paid in respect of Company Common Stockthe Certificates and the Uncertificated Shares, in the aggregate, in an amount sufficient to pay the Merger Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash, the “Consideration Fund”). At In addition, Parent shall make available as necessary cash in an amount sufficient for payment of any dividends or distributions declared, but not paid, by the Company prior to the Effective TimeTime in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger Consideration (including on account of any Merger Consideration returned to Parent pursuant to Section 3.08(g)), Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds to the lost portion of such fund so as Paying Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Per Share Merger Consideration in respect of such shares. Promptly after the Effective Time, Time (and in any event no later than within three (3) Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent Paying Agent) for use in such exchange), the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing.