Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As Merger Subsidiary or one of the Effective Time, Parent its Affiliates shall deposit with the Exchange Agent Agent, as needed from time to time, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 the 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 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent neither the Surviving Corporation nor any of its Affiliates shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parentthe Surviving Corporation or one of its Affiliates, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2ARTICLE 3. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 3.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the “"Exchange Agent”") to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) certificates representing the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated "Book-Entry Shares”"). As of On and after the Effective Time, Parent shall deposit deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent Agent, sufficient shares to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and Uncertificated the Book-Entry Shares (the “"Payment Shares Fund”)") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger Consideration. Promptly 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 Time, a letter of transmittal and instructions (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 Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Share, upon Book-Entry 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 or (ii) receipt of an “"agent’s '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 bookBook-entry transfer of Uncertificated Entry Shares. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.03, each such Certificate or Uncertificated Share Book-Entry Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive such the Merger Consideration. Consideration payable in respect thereof. (iii) No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such any Certificate or Uncertificated Book-Entry Share. (iv) Upon payment of the Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates so surrendered shall immediately be cancelled. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share Book-Entry Share, as applicable, 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 Book-Entry Share shall be properly transferred transferred, and (ii) the Person requesting such share payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such share payment to a Person other than the registered holder of such Certificate or Uncertificated Share Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates or transfer of Uncertificated Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Uncertificated Book-Entry Shares are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six Shares, FOUR (6“4”) months after the Effective Time Time, shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.02 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two ONE (2“1”) years year 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 applicable Law, the property of Parent Parent, 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to At the Effective Time, Parent shall, or shall appoint an exchange agent cause Merger Sub to, deposit in trust, or enter into such other agreement or arrangement as may be reasonably satisfactory to the Company, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “"Exchange Agent”) for "), cash in an aggregate amount equal to the purpose product of exchanging for the Merger Consideration (i) certificates representing shares the number of Company Common Stock Shares issued and outstanding at the Effective Time (other than Shares owned by the “Certificates”Company, Parent or Merger Sub or any subsidiary of the Company, Parent or Merger Sub) and (ii) uncertificated shares of Company Common Stock the Merger Consideration (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with the "Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”"). Promptly 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 Common Stock Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) ). The Exchange Agent shall, pursuant to irrevocable instructions given by Parent or Merger Sub, make the payments provided in this Section. The Exchange Fund shall not be used for use any other purpose, except as provided in such exchangethis Agreement. (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 and other customary documentation, will be entitled to receive the Merger Consideration payable in respect of such Shares. Parent shall establish procedures reasonably satisfactory to the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender under which holders of Shares will be able to receive payment of 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) Merger Consideration 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 immediately available funds immediately after the Effective Time for Time. As of the Effective Time, all purposes only such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate previously representing any such Shares shall cease to have any rights with respect thereto, except the right to receive such the Merger Consideration. No interest shall be paid or accrued on , without interest, upon surrender of the cash payable upon the surrender or transfer of certificates representing such Certificate or Uncertificated ShareShares, as contemplated hereby. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed the certificate 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.certificates so

Surrender and Payment. (a) Prior Promptly following execution of this Agreement, Buyer shall appoint Xxxxxx Bank & Trust Company (or such other qualified party reasonably acceptable to the Effective Time, Parent shall appoint an exchange agent Company) (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Per Share Amount, and the Company Common Stock (the “Certificates”) shall provide Buyer and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with the Exchange Agent with a complete and accurate list of names and addresses for the aggregate stockholders of record of the Company. On or prior to the Effective time, Buyer shall deposit, or shall cause to be deposited, with or for the account of the Exchange Agent, for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be paid in respect made available, Buyer shall assume that no holder of the Certificates and Uncertificated Shares (the “Payment Fund”)will perfect his right to appraisal of his Shares. Promptly 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall Per Share Amount, 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 the Company Common Stock represented by a Certificate or Uncertificated Sharesuch Shares, upon (i) surrender to provided that Buyer shall direct the Exchange Agent of a Certificate, together with a duly completed to accept an indemnity in the form reasonably satisfactory to Buyer and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, for any such certificate which is lost, stolen 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 Sharesdestroyed. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such Merger Consideration. No interest The Exchange Agent or Buyer, as the case may be, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as the Exchange Agent or Buyer are required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the "Code"), or any applicable provision of state, local or foreign tax law, with respect to the making of any payment in respect of the Merger Consideration hereunder. To the extent such amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person with respect to whom such deduction and withholding was made by the Exchange Agent or accrued on Buyer. No such deduction or withholding shall be made if the cash payable upon relevant Person shall provide documentation reasonably satisfactory to the surrender Exchange Agent and Buyer establishing an exemption from withholding, and Buyer shall take customary actions to obtain such documentation prior to such deduction or transfer of such Certificate or Uncertificated Sharewithholding. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefore, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required by law as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax 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) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2ARTICLE 3. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) that has been approved in advance by the Company for the purpose of exchanging for the Merger Consideration as promptly as practicable after the Effective Time (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of Prior to the Effective TimeTime and as needed, Parent shall deposit with make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly but in any event within two 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 the Merger Consideration, subject, however to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on the Shares in accordance with the terms of this Agreement prior to the Effective Time. No interest shall be paid or accrued shall accrue on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Shareany Shares. (c) If any portion of the 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) Shares nine months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 3.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an exchange agent a depositary (the “Exchange Agent”"DEPOSITARY") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares Consideration. The Depositary shall at all times be a commercial bank having a combined capital and surplus of at least $100,000,000. Buyer will arrange for financing for the Company Common Stock (in an amount sufficient for the “Certificates”) Company to pay to the Depositary immediately available funds in amounts necessary to make payments pursuant to Section 3.02 and (ii) uncertificated shares this Section 3.03 to holders of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)entitled thereto. Promptly after the Effective Time, Parent shall the Company will send, or shall will cause the Exchange Agent Depositary to send, but in no event later than three Business Days after the Effective Time, to each record holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchangeDepositary). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall Consideration, upon surrender to the Depositary of a certificate or certificates properly 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 the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent Depositary any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent Depositary that such Tax 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) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of At or prior to the Effective Time, Parent shall deposit with make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (Shares. Parent agrees to make available to the “Payment Fund”)Exchange Agent from time to time, as needed, any dividends or distributions to which any Person is entitled pursuant to Section 2.03(f) of this Agreement. Promptly after the Effective Time, and in any event no later than the 10th Business Day following 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 a letter of transmittal and instructions reasonably 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 of the Certificates or transfer of the Uncertificated Shares to the Exchange AgentAgent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration in respect of the Company Stock represented by a Certificate or Uncertificated Share. The shares of Parent Class A Common Stock constituting part of such Merger Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is required under Applicable Law. 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 Merger Consideration. No interest shall be paid Consideration and the right to receive any dividends or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Shareother distributions pursuant to Section 2.03(f). (c) If any portion of the 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 taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) 12 months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for and Parent shall remain liable for, payment of the Merger Consideration, and any dividends and distributions with respect thereto pursuant to Section 2.03(f), in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts properly paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration made available Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the Exchange Agent holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.05 in 2.06 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities. (g) The payment of any Dissenting Shares transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred by a holder of Company Stock in connection with the Merger for which none of Parent, the Company, or a Subsidiary of the Company or Parent is liable, and the filing of any related Tax Returns and other documentation with respect to such Taxes and fees, shall be returned to Parent, upon demandthe sole responsibility of such holder.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a commercial bank or trust company (the “Exchange Agent”) reasonably acceptable to the Company for the purpose of exchanging Certificates or Uncertificated Company Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the aggregate Merger Consideration to be paid in respect benefit of the Certificates holders of Company Shares, for exchange in accordance with this Section through the Exchange Agent, securities representing shares of Parent Common Stock issuable and Uncertificated Shares payable pursuant to Section 3.01 in exchange for outstanding Company Shares, after the Effective Time (the “Payment Exchange Fund”). Promptly after the Effective TimeTime (and in any event within five Business Days), 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 a letter of transmittal and instructions (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 Uncertificated Company Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive receive, upon delivery of the Ownership Evidence, the Merger Consideration in respect of the Company Common Stock Shares represented by a Certificate or Uncertificated Share, upon (i) surrender to Company Share and 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 evidenceright, if any, to receive pursuant to Section 3.02(g) cash in lieu of transfer as the Exchange Agent may reasonably requestfractional shares otherwise receivable pursuant to this Section 3.01(a) and any distributions or dividends pursuant to Section 3.02(f), in the each case of a book-entry transfer of Uncertificated Shareswithout interest. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Company Share shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Company 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 Company Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Company Share or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All Merger Consideration paid The stock transfer books of the Company shall be closed immediately 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares Effective Time and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock Shares thereafter on the stock transfer books records of the Surviving CorporationCompany. If, after the Effective Time, Certificates or Uncertificated Company Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, forth in this Article 23. (e) Any portion of the Payment Exchange Fund made available to the Exchange Agent pursuant to Section 3.02(a) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned delivered to Parent or otherwise on the instruction of Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.01 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock 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 shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion Whenever a dividend or other distribution is declared by Parent in respect of Parent Common Stock, the Merger Consideration made available record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of such Parent Common Stock shall be paid to any holder of any unsurrendered or undelivered Ownership Evidence until such Ownership Evidence is provided to the Exchange Agent pursuant or Parent in accordance with this Article 3. Subject to Section 2.05 the effect of Applicable Laws, following surrender or delivery, as applicable, of any such Ownership Evidence to the Exchange Agent or Parent in accordance with this Article 3, there shall be issued and/or paid to the holder of the Ownership Evidence representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender or delivery, as the case may be, the dividends or other distributions with a record date at or after the Effective Time and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the Effective Time on the Closing Date but with a payment date subsequent to surrender or delivery and not previously paid. (g) Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock will be issued in respect of any Dissenting Company Shares and any holder of Company Shares entitled to receive a fractional share of Parent Common Stock but for this Section 3.02(g) shall be returned entitled to Parentreceive in lieu thereof an amount in cash (without interest) determined by multiplying such fraction (rounded to the nearest one-hundredth of a share) by the average closing sale prices for a share of Parent Common Stock on the NASDAQ Global Market (“NASDAQ”) Composite Transactions Tape (as reported by The Wall Street Journal (New York edition), or, if not reported thereby, as reported by any other authoritative source) for each of the ten consecutive trading days ending with the second complete trading day prior to the Closing Date (not counting the Closing Date). (h) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of any Applicable Law, including federal, state, provincial, local or foreign Tax law. If the Exchange Agent, Parent or the Surviving Corporation, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which the Exchange Agent, Parent or the Surviving Corporation, as the case may be, made such deduction and withholding. (i) In the event any Certificate shall have been lost, stolen or destroyed, upon demandthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in the form customarily required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, and the submission of such other documentation as Parent customarily requires for the replacement of lost, stolen or destroyed certificates, the Exchange Agent (or Parent pursuant to Section 3.02(e)) will deliver a certificate evidencing the ownership of such number of shares of Parent Common Stock and/or any cash, dividends and other distributions in respect thereof issuable and/or payable in exchange for such lost, stolen or destroyed Certificate pursuant to this Agreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of Promptly after the Effective Time, Parent shall deposit in cash with the Exchange Agent the aggregate Merger Consideration to be paid in respect of all of the Certificates and the Uncertificated Shares representing shares of Company Stock entitled to payment pursuant to Section 2.02(a) (collectively, the “Payment FundAggregate Merger Consideration”). For the avoidance of doubt, such amounts on deposit with the Exchange Agent shall not be used for any purpose other than to fund payments due pursuant to Section 2.02(a). The Aggregate Merger Consideration deposited with the Exchange Agent shall, pending its disbursement to such holders, be invested by the Exchange Agent as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s respectively, or in money market funds having a rating in the highest investment granted by a recognized credit rating agency at the time of the investment. Any net profit resulting from, or interest or income produced by, such amounts on deposit with the Exchange Agent will be payable to Parent or as Parent otherwise directs. Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each share of Company Stock represented by a Certificate or Uncertificated Share. 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 the 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 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) months one year after the Effective Time shall be returned to Parent, upon demandthe Surviving Corporation, and any such holder who has not exchanged such shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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) Authority shall become, to the extent permitted by Applicable Law, the property of Parent the Surviving Corporation 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 2.05 in respect of any 2.03(a) to pay for Dissenting Shares for which appraisal rights have been perfected shall be returned to Parentthe Surviving Corporation, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a commercial bank or trust company reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates or Uncertificated Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section through the Exchange Agent, cash sufficient to pay the aggregate Merger Consideration pursuant to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”Section 2.02(a). Promptly 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 a letter of transmittal and instructions as Parent may reasonably specify and which shall be reasonably 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 of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share. 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 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 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 taxes 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 tax has been paid or is not payable. (d) All Merger Consideration paid The stock transfer books of the Company shall be closed immediately 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares Effective Time and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock thereafter on the stock transfer books records of the Surviving CorporationCompany. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, they shall be canceled and exchanged for the Merger Consideration to the extent provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned delivered to Parent or otherwise on the instruction of Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “"Exchange Agent”") reasonably acceptable to the Company for the purpose of exchanging certificates repre- senting Shares (the "Certificates") for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of Promptly after the Effective Time, Parent shall deposit will cause to be deposited with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”converted pursuant to Section 2.03(a)(i). Promptly after the Effective Time, Parent shall will send, or shall will cause the Exchange Agent to send, to each record holder of shares record of Company Common Stock Shares at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall pursuant to Section 2.03(a)(i) will be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal transmittal, and such all 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 require, the case of a book-entry transfer of Uncertificated SharesMerger Consideration payable for each Share represented by such Certificate. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued will accrue on the cash Merger Consideration payable upon pursuant to the surrender or transfer provisions of such Certificate or Uncertificated Sharethis Article 2. (c) If any portion of the 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 the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes 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 Parent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after At the Effective Time, the stock transfer books of the Company will be closed and there shall be no further registration of or transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) Shares three years after the Effective Time (or such earlier date, date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental AuthorityEntity) shall become, to the extent permitted by Applicable applicable Law, the property of Parent 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 2.05 in respect of any Dissenting 2.04(a) to pay for Shares for which appraisal rights have been requested shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with will make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (Shares. Such funds constituting Merger Consideration shall be invested by the “Payment Fund”)Exchange Agent as directed by Parent or the Surviving Corporation. Promptly 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 Common Stock Shares at the Effective Time a letter of transmittal and instructions (which that 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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall will be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal transmittal, the Merger Consideration payable for each Share represented by such Certificate. From 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 Time, all Shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired, and each Certificate shall, after the Effective Time, represent for all purposes only the right to receive such 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 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 the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2Article. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any To the extent permitted by applicable law, any amounts remaining unclaimed by holders of shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental authority) shall become, to the extent permitted by Applicable Law, become the property of Parent 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 2.05 in respect of any Dissenting 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Omnipoint shall appoint an exchange agent reasonably acceptable to the Company (the “"Exchange Agent”") for the purpose of exchanging for in accordance with Section 3.3(b), a certificate or certificates (the Merger Consideration (i"Certificates") certificates representing that, immediately prior to the Effective Time, represented issued and outstanding shares of Company Common Stock (and Company Preferred Stock which were converted into the “Certificates”) and (ii) uncertificated shares of Company Common Stock (right to receive the “Uncertificated Shares”)applicable Merger Consideration pursuant to Section 3.1. As of At the Effective Time, Parent shall Omnipoint will deposit (or cause to be deposited) with the Exchange Agent the aggregate Merger Consideration to be paid exchanged in respect of the Certificates and Uncertificated Shares such shares (the “Payment "Exchange Fund”"). Promptly after the Effective Time, Parent shall Omnipoint will send, or shall will cause the Exchange Agent to send, send to each holder of record holder of shares of Company Common Stock and Company Preferred Stock at the Effective Time (the "Holders"), a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into the right Subject to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated ShareSection 3.5, upon (i) surrender to the Exchange Agent of a Certificateits Certificate or Certificates for cancellation, together with a duly properly completed and validly executed letter of transmittal transmittal, duly executed, and such other documents as may be reasonably be requested required by the Exchange Agent, the Holder of such Certificate or (ii) receipt of an “agent’s message” by Certificates will be entitled to receive promptly after the Exchange Agent (or such other evidenceEffective Time, if any, of transfer as the Exchange Agent may reasonably request) Merger Consideration in the case of a book-entry transfer of Uncertificated Sharesaccordance with this Agreement. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time Time, for all purposes purposes, only the right to receive such the appropriate Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated ShareConsideration in accordance with this Agreement. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate so 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) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Certificate, or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after At the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporationor Company Preferred Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23 and this Agreement. (e) Any portion of the Payment Exchange Fund made available to the Exchange Agent pursuant to Section 3.3(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months Holders one year after the Effective Time shall be returned to ParentOmnipoint, upon demand, and any such holder Holder who has not exchanged its shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 3.3 prior to that time shall thereafter look only to Parent Omnipoint for payment of the Merger Considerationsuch consideration, any dividends and distributions in respect of such shares, in each case without any interest thereon. Notwithstanding the foregoing, Parent Omnipoint shall not be liable to any holder of shares of Company Common Stock Holder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) the Holders five 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 AuthorityBody) shall become, to the extent permitted by Applicable Lawapplicable law, the property of Parent Omnipoint free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to any Merger Shares shall be paid to the Holder of any unsurrendered Certificates until such Certificates are surrendered as provided in Section 3.3. Following such surrender, there shall be paid, without interest, to the Person in whose name such Merger Shares have been registered, (1) at the time of such surrender, the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender, with respect to such Merger Shares, and (2) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender, and with a payment date subsequent to surrender, payable with respect to such Merger Shares. (g) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares 3.3(a) to pay for shares for which appraisal rights have been perfected shall be returned to Parent, Omnipoint upon demand. (h) All Merger Consideration issued upon the surrender for exchange of shares of Company Common Stock or Company Preferred Stock, as the case may be, in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock or Company Preferred Stock.

Surrender and Payment. (a) Prior to the Effective Time, Parent IDC shall appoint an exchange agent reasonably acceptable to DWS (the “"Exchange Agent”") for the purpose of exchanging for the Merger Consideration (i) in accordance with Section 3.3(b), a certificate or certificates representing shares of Company Common Stock (the “"Certificates”") and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of that, immediately prior to the Effective Time, Parent shall represented issued and outstanding shares of DWS Common Stock which were converted into the right to receive the applicable Merger Consideration pursuant to Section 3.1. At the Effective Time, IDC will deposit (or cause to be deposited) with the Exchange Agent the aggregate Merger Consideration including the cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 3.2(b) to be paid exchanged in respect of the Certificates and Uncertificated Shares such shares (the “Payment "Exchange Fund”"). Promptly after the Effective Time, Parent shall IDC will send, or shall will cause the Exchange Agent to send, send to each holder of record holder of shares of Company DWS Common Stock at the Effective Time (the "Holders"), other than Holders of Dissenting Shares pursuant to Section 3.5, a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into the right Subject to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated ShareSection 3.5, upon (i) surrender to the Exchange Agent of a Certificateits Certificate or Certificates for cancellation, together with a duly properly completed and validly executed letter of transmittal transmittal, duly executed, and such other documents as may be reasonably be requested required by the Exchange Agent, the Holder of such Certificate or (ii) receipt of an “agent’s message” by Certificates will be entitled to receive promptly after the Exchange Agent (or such other evidenceEffective Time, if any, of transfer as the Exchange Agent may reasonably request) Merger Consideration in the case of a book-entry transfer of Uncertificated Sharesaccordance with this Agreement. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time Time, for all purposes purposes, only the right to receive such the appropriate Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated ShareConsideration in accordance with this Agreement. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate so 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) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Certificate, or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from From and after the Effective Time, there shall be no further registration of transfers of shares of Company DWS Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23 and this Agreement. (e) Any portion of the Payment Exchange Fund made available to the Exchange Agent pursuant to Section 3.3(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months Holders one year after the Effective Time shall be returned to ParentIDC, upon demand, and any such holder Holder who has not exchanged its shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 3.3 prior to that time shall thereafter look only to Parent IDC for payment of the Merger Considerationsuch consideration, any dividends and distributions in respect of such shares, in each case without any interest thereon. Notwithstanding the foregoing, Parent IDC shall not be liable to any holder of shares of Company Common Stock Holder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) the Holders five 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 AuthorityBody) shall become, to the extent permitted by Applicable Lawapplicable law, the property of Parent IDC free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to any Merger Shares shall be paid to the Holder of any unsurrendered Certificates until such Certificates are surrendered as provided in Section 3.3. Following such surrender, there shall be paid, without interest, to the Person in whose name such Merger Shares have been registered, (1) at the time of such surrender, the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender, with respect to such Merger Shares, and (2) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender, and with a payment date subsequent to surrender, payable with respect to such Merger Shares. (g) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares 3.3(a) to pay for shares for which appraisal rights have been perfected shall be returned to Parent, IDC upon demand. (h) All Merger Consideration issued upon the surrender for exchange of shares of DWS Common Stock, as the case may be, in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of DWS Common Stock.

Surrender and Payment. (a) Prior to the Effective Time, Parent Jacor shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging certificates, if any, representing Premiere Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of At the Effective Time, Parent shall Jacor will deposit with the Exchange Agent certificates representing the aggregate Stock Merger Consideration and Cash Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Premiere Shares. Promptly after the Effective Time, Parent Jacor shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Premiere Shares at the Effective Time a form of letter of transmittal and instructions for use in such exchange (which form 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 Uncertificated certificates, if any, representing Premiere Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Premiere Shares that have been converted into the a right to receive the Merger Consideration shall Consideration, upon surrender to the Exchange Agent of the certificate or certificates, if any, representing such Premiere Shares, together with a properly completed letter of transmittal covering such Premiere Shares, will be entitled to receive the Merger Consideration payable in respect of the Company Common Stock 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 Premiere Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person person other than the Person registered holder of the Premiere Shares represented by the certificate or certificates, if any, surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates, if any, so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or Uncertificated Share Premiere Shares or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationPremiere Shares. If, after the Effective Time, Certificates or Uncertificated certificates representing Premiere Shares are presented to the Surviving CorporationCorporation or, subject to the provisions of Section 3.2(e), the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, forth in this Article 2Three. (e) Any portion of the Payment Fund Merger Consideration deposited with the Exchange Agent pursuant to Section 3.2(a), and any cash payment for a fractional Jacor Share made pursuant to Section 3.3, that remains unclaimed by the holders of shares of Company Common Stock six (6) Premiere Shares entitled thereto twelve months after the Effective Time shall be returned by the Exchange Agent to ParentJacor or an Affiliate designated by Jacor, upon demand, and any such holder who has not exchanged shares of Company Common Stock his Premiere Shares for the Merger Consideration in accordance with this Section 2.04 Article Three prior to that time shall thereafter look only to Parent Jacor for payment of his claim for the Merger Consideration, any cash in lieu of fractional Jacor Shares and any dividends or distributions with respect to Jacor Shares paid after the Closing. Notwithstanding the foregoing, Parent Jacor shall not be liable to any holder of shares of Company Common Stock Premiere Shares for any amounts amount paid to a public official authority pursuant to applicable abandoned property, escheat or similar property laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion No dividends or other distributions with respect to the Jacor Shares constituting part of the Merger Consideration made available shall be paid to the Exchange Agent pursuant holder of any unsurrendered certificates representing Premiere Shares until such certificates are surrendered as provided in this Section 3.2. Upon such surrender, there shall be paid (to Section 2.05 the extent due and not yet paid), without interest, to the person in whose name the certificates representing the Jacor Shares into which such Premiere Shares were converted are registered, any dividends and other distributions in respect of any Dissenting Jacor Shares shall be returned to Parentthat are payable on a date subsequent to, upon demandand the record date for which occurs after, the Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with Buyer will deliver to the Exchange Agent at the aggregate Effective Time the Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares. For purposes of determining the Merger Consideration to be delivered, Buyer shall assume that no holder of Shares (the “Payment Fund”)will perfect his right to appraisal of his Shares. Promptly (and in any event, within three 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 record of Company Common Stock Shares at the Effective Time (and make customary arrangements for the prompt delivery to each beneficial owner of Shares at the Effective Time) a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). The Company shall cooperate, and shall cause its transfer agent to cooperate, with respect thereto. (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 and such other customary documents as may be reasonably requested by the Exchange Agent or Buyer, will be entitled to receive the Merger Consideration payable in respect of the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such Merger Consideration. No interest The Exchange Agent or Buyer, as the case may be, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as the Exchange Agent or Buyer are required to deduct and withhold under the Code (as defined below), or any applicable provision of state, local or foreign tax law, with respect to the making of any payment in respect of the Merger Consideration hereunder. To the extent such amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person with respect to whom such deduction and withholding was made by the Exchange Agent or accrued on Buyer. No such deduction or withholding shall be made if the cash payable upon relevant Person shall provide documentation reasonably satisfactory to the surrender Exchange Agent and Buyer establishing an exemption from withholding, and Buyer shall take customary actions to obtain such documentation prior to such deduction or transfer of such Certificate or Uncertificated Sharewithholding. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax 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) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article 21. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) Shares three months after the Effective Time shall be returned to ParentBuyer, upon demand, and any such holder who has not exchanged shares of Company Common Stock his Shares for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent Buyer for payment of the Merger ConsiderationConsideration in respect of his Shares. Notwithstanding the foregoing, Parent Buyer shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar property laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, date immediately prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental entity) shall becomeshall, to the extent permitted by Applicable Lawapplicable law, become the property of Parent 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 2.05 in respect of any Dissenting 1.03(a) to pay for Shares for which dissenters rights have been perfected shall be returned to ParentBuyer, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”"EXCHANGE AGENT") reasonably acceptable to the Company for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”"CERTIFICATES") and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”)"UNCERTIFICATED SHARES") for the Merger Consideration. As of At the Effective Time, Parent shall will deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 Common Stock Shares at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares Securities to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall will be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, or (ii) receipt of an “"agent’s 's message” " by the Exchange Agent (or other 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, the Merger Consideration payable for each Share represented by such Certificate or for each Uncertificated Share. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such 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 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 the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) months Shares one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to At or promptly after (but in no event later than 2 Business Days following) the Effective Time, the Parent shall appoint an exchange deposit, or shall cause to be deposited, with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, of the Company) (the “Exchange Paying Agent”) ), for the purpose benefit of exchanging for the Merger Consideration holders of (i) certificates representing that immediately prior to the Effective Time evidenced shares of Company Class A Common Stock (the “Certificates”) and (ii) 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 amount shall be increased by any amount that shall become payable by the Paying Agent to the holders of Company Equity Awards pursuant to Parent’s election under the first sentence of Section 3.3(d). As of soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent Paying Agent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly after the Effective Time, Parent 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange 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. (b) Each holder of shares of Company Class A 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Company Class A Common Stock represented by a Certificate or Uncertificated Share. 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 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 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 Paying Agent any transfer or other Tax Taxes 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 reasonable satisfaction of the Exchange Paying Agent that such Tax has Taxes have been paid or is are not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from At and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationCompany Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Merger Consideration provided for, and in accordance with with, the procedures set forth, forth in this Article 2III. (e) Any portion of the Payment Fund Merger Consideration made available to the Paying Agent pursuant to (a) that remains unclaimed by the holders of shares of Company Class A Common Stock six nine (69) months after the Effective Time shall be returned to paid, at the request of Parent, upon demandto or as directed by Parent, and any such holder who has not exchanged shares of Company Class A Common Stock for the Merger Consideration in accordance with this Section 2.04 3.4 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, Parent none of the Acquirer Parties, the Company, the Paying Agent or any other Person shall not be liable to any holder or former holder of shares of Company Class A Common Stock for any amounts paid amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled theretoLaws. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of Immediately prior to the Effective Time, Parent shall deposit with pay to the Exchange Agent Agent, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time (but in no event later than two (2) 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 or Company Restricted Shares at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares or Company Restricted Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares or Company Restricted Shares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion of the Payment Fund Merger Consideration paid to the Exchange Agent pursuant to Section 2.4(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares or Company Restricted Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of such Company Common Stock Shares or Company Restricted Shares for the Merger Consideration in accordance with this Section 2.04 2.4 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Company Shares or Company Restricted Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares or Company Restricted 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 shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available paid to the Exchange Agent pursuant to Section 2.05 2.4(a) in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior At or prior to the Effective Time, Parent shall appoint an make available to the Person authorized to act as exchange agent in connection with the transactions contemplated by this Agreement, which Person shall be selected by Parent and be reasonably acceptable to the Company (the “Exchange Agent”) for ), pursuant to any agreement reasonably acceptable to Parent and the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of entered into prior to the Effective Time, Parent shall deposit with the Exchange Agent immediately available funds equal to the aggregate Merger Consideration (such cash, collectively being referred to be paid in respect of the Certificates and Uncertificated Shares (as the “Payment Exchange Fund”). Such cash funds may be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall affect the Merger Consideration or other amounts payable hereunder, (ii) if, for any reason (including if Dissenting Shares cease to be Dissenting Shares), the cash in the Exchange Fund becomes insufficient to make the payments contemplated by this Article 2, then Parent shall promptly provide additional cash to the Exchange Agent for the benefit of the former stockholders of the Company sufficient to make the payments contemplated by this Article 2 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 or guaranteed by the United States of America and backed by the full faith and credit of the United States 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 interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective TimeTime (but not later than three (3) Business Days thereafter), 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 a letter of transmittal and instructions (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 affidavits of loss in lieu thereof) or transfer of the Uncertificated Shares to the Exchange Agent) and shall be in such form and have such other or different provisions as Parent shall reasonably designate for use in such exchange. . Upon proper surrender of the Certificates for exchange (bor affidavits of loss in lieu thereof) Each and cancellation or transfer of the Uncertificated Shares to the Exchange Agent, together with such properly completed letter of transmittal, the holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration such Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor a check representing an amount equal to the product of (i) the number of shares of Company Stock represented by such Certificate or Uncertificated Shares multiplied by (ii) the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender rounded up 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 Sharesnearest whole cent). Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such the Merger Consideration. No interest shall be paid The Parent, the Company and the Exchange Agent may agree on transfer procedures in addition to or accrued on different from the cash payable upon procedures set forth above in order to effect the surrender or transfer and conversion of such Certificate or Uncertificated Sharethe Company Stock in accordance with this Agreement. (c) If any portion of the 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 transferred, accompanied by all documents reasonably required to evidence and effect such transfer, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax Taxes 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 The Merger Consideration paid upon the surrender of Certificates or transfer of Uncertificated Shares in accordance with the terms hereof of this Article 2 upon conversion of any shares of the Company Stock shall be deemed to have been delivered and paid in full satisfaction of all rights pertaining to such shares of the Company Stock. From and after the Effective Time, subject to Delaware Law in the case of Dissenting Shares, all holders of Certificates and Uncertificated Shares shall cease to have any rights as stockholders of the Company other than the right to receive the Merger Consideration into which the shares of Company Common Stock formerly represented by such Certificates or Uncertificated Shares have been converted pursuant to this Agreement upon the surrender of such Certificate or Uncertificated Shares and from and after Share in accordance with this Article 2. After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Exchange Fund that remains unclaimed by the former holders of shares of Company Common Stock six (6) months after as of the one year anniversary of the Effective Time shall be returned to Parent, upon demand, and any such holder . Any former stockholders of the Company who has have not exchanged shares of Company Common Stock for the Merger Consideration in accordance theretofore complied with this Section 2.04 prior to that time Article 2 shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Applicable Laws), as general creditors thereof, for payment of the Merger ConsiderationConsideration in respect of each share of Company Stock as such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, Parent none of Parent, Merger Subsidiary, the Company, the Exchange Agent or any other person shall not be liable to any former holder of shares of Company Common Stock for any amounts paid amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders Notwithstanding any other provision of shares this Agreement, any portion of the Merger Consideration to be paid in accordance with this Article 2 that remains undistributed to any former holder of Company Common Stock two (2) years after the Effective Time (or such earlier dateStock, as of immediately prior to such time when the amounts date on which the Merger Consideration that would otherwise escheat to or become the property of any Governmental Authority) shall become, shall, to the extent permitted by Applicable Law, become the property of Parent the Surviving Corporation, free and clear of any all 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates i)certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of The Exchange Agent agreement pursuant to which Parent shall appoint the Exchange Agent shall be in form and substance reasonably acceptable to the Company and Parent. Prior to the Effective Time, Parent shall deposit with make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly As promptly as practicable after the Effective TimeTime (but no later than two (2) Business Days thereafter), 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 a letter of transmittal and instructions (which shall be in a form reasonably acceptable to the Company 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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may in customary form reasonably be requested by the Exchange Agentacceptable to Parent, 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, the Merger Consideration payable for each share of Company Common Stock represented by a Certificate or for each Uncertificated Share. 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 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 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article ‎‎Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to ‎Section 2.03(a) ‎(and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six twelve (612) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 ‎‎Section 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder Consideration in respect of such shares of Company Common Stock for without any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled theretothereon. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”"EXCHANGE AGENT") reasonably acceptable to the Company for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As Subject to consummation of the Effective TimeMerger, Parent shall deposit with will make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (surrendered for payment. For purposes of determining the “Payment Fund”)funds to be made available, Parent shall assume that no holder of Shares will perfect rights to appraisal of their Shares. Promptly 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 Common Stock Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such 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 Merger Consideration is to be paid to a Person person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it there shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 2. From and after the Effective Time, the holders of certificates representing Shares shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable law. Any Merger Consideration paid upon the surrender for exchange of Certificates or transfer of Uncertificated certificates representing Shares in accordance with the terms hereof this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly Shares represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2certificates. (e) Any portion If any certificate representing Shares has been lost, stolen or destroyed, upon the making of the Payment Fund an affidavit of that remains unclaimed fact by the holders person claiming such certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such person of shares of Company Common Stock six (6) months after a bond in such reasonable amount as the Effective Time shall Surviving Corporation may direct as indemnity against claims that may be returned made against it with respect to Parentsuch certificate, upon demandthe Exchange Agent will issue in exchange for such lost, and any such holder who has not exchanged shares of Company Common Stock for stolen or destroyed certificate the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official which such person is entitled pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (this Article 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 Parent 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 this Section 2.05 2.3 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 holders who have not exchanged their Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of those Shares. Notwithstanding the foregoing, Parent shall not be liable to any Dissenting holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any stockholders of the Company who have not complied with Section 2.3(b) hereof shall thereafter look only to the Surviving Corporation for payment of any claim they may have to receive the Merger Consideration, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under the Delaware Law. (g) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Section 2.3 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of At the Effective Time, Parent shall deposit with pay to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time, but in no event later than ten 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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 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 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 transferred, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration paid to the Exchange Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) Shares twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of such Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Company Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock 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 shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available paid to the Exchange Agent pursuant to Section 2.05 3.04(a) in respect of any Dissenting Shares shall be returned to Parent, upon demand. (g) Notwithstanding anything herein to the contrary, the Merger Consideration payable in respect of Company Restricted Shares shall be payable pursuant to Section 3.06 and not pursuant to this Section 3.04 and no deposit shall be made with the Exchange Agent by the Company or Parent pursuant to this Section 3.04, and the procedures of this Section 3.04 in respect of holders of shares of Company Stock shall not apply, with respect to such holders’ shares of unvested Company Restricted Shares.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Per Share Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Per Share Consideration to be paid in respect of the Certificates and the Uncertificated Shares Shares. Within one (the “Payment Fund”). Promptly 1) Business Day 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent, and which shall be in customary form mutually agreeable to the Company and Parent) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Per Share Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Per Share Consideration in respect of the Company Stock represented by a Certificate or Uncertificated Share. 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 Merger Per Share Consideration and the right to receive any dividends or other distributions pursuant to Section 2.04(f). The shares of Parent Common Stock constituting part of the Per Share Consideration. No interest , at Parent’s option, shall be paid in uncertificated book-entry form, unless a physical certificate is requested by a holder of shares of Company Stock or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Shareis otherwise required under Applicable Law. (c) If any portion of the Merger Per Share 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Per Share Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund aggregate Per Share Consideration made available to the Exchange Agent pursuant to Section 2.04(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Per Share Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Per Share Consideration, and any dividends and distributions with respect thereto pursuant to Section 2.04(f), in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration made available Per Share Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.14, shall be paid to the Exchange Agent holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.05 in 2.14 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, and (ii) at the appropriate payment date, the amount of any Dissenting Shares shall be returned dividends or other distributions with a record date after the Effective Time and prior to Parent, upon demandsurrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Surrender and Payment. (a) Prior At Closing, in addition to making the Effective Timepayments set forth in Section 7.09, Parent Buyer or MergerCo shall appoint an exchange agent deposit, or shall cause to be deposited (x) with the “Exchange Agent”) Company, in a separate account established for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As benefit of the Effective Time, Parent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect holders of the Certificates Shares and Uncertificated Shares Company Warrants (the “Payment Fund”), by wire transfer of immediately available funds, an amount equal to the estimate of the aggregate Share Consideration furnished pursuant to Section 2.11 and the estimate of the aggregate Warrant Consideration furnished pursuant to Section 2.11, less the Escrow Amount, and (y) with the Escrow Agent, in a separate account established pursuant to the Escrow Agreement for the benefit of the holders of Shares and Company Warrants (the “Escrow Fund”), by wire transfer of immediately available funds, the Escrow Amount. Promptly after Neither the Effective Time, Parent shall send, or shall cause Payment Fund nor the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery Escrow Fund shall be effected, used for any purpose except as expressly provided in this Agreement and risk of loss and title shall pass, only upon proper delivery of in the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchangeEscrow Agreement. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger applicable Share Consideration shall will be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent Surviving Corporation of a Certificatecertificates representing Shares (the “Share Certificates”), together with a duly properly completed and validly executed letter of transmittal and transmittal, the Share Consideration for each Share represented by such other documents as may reasonably be requested by the Exchange AgentShare Certificate, 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 Sharesmanner and at the times set forth in Sections 2.05(c) and 2.13. Until so surrendered or transferred, as the case may besurrendered, each such Share Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Share Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. (c) Payment of the applicable Share Consideration shall be effected in the following manner: (i) If any holder of record of any Shares surrenders such holder’s Share Certificate(s), together with a properly completed letter of transmittal, to the Surviving Corporation at the Effective Time, or thereafter but prior to the determination of Final Working Capital, then such holder shall receive (A) payment of the applicable Initial Payment for such Shares, if surrendered at the Effective Time, at the Closing, or, if surrendered after the Effective Time, on the second business day after such surrender, and (B) the applicable Final Payment for such Shares in accordance with Section 2.13, in each case in immediately available funds by wire transfer to an account designated by such holder in the letter of transmittal. (ii) If any holder of record of any Shares surrenders such holder’s Share Certificate(s), together with a properly completed letter of transmittal, to the Surviving Corporation after the determination of Final Working Capital, then such holder shall be entitled to receive payment of the Share Consideration for each such Share on the second business day after such surrender in immediately available funds by wire transfer to an account designated by such holder in the letter of transmittal. No later than two business days prior to the date on which the Closing is scheduled to occur, the Company shall send to each holder of Shares a letter of transmittal for use in exchanging such Shares for the applicable Share Consideration. The letter of transmittal shall be in form and substance reasonably acceptable to Buyer. (d) If any portion of the Merger applicable Share Consideration is to be paid to a Person other than the Person in whose name the surrendered Share Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such the Share Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent Surviving Corporation any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Share Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent Surviving Corporation that such Tax tax has been paid or is not payable. (de) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Share Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided forapplicable Share Consideration. For purposes of such exchange, and in accordance with the procedures set forth, in this Article 2canceled Shares shall be deemed surrendered pursuant to Section 2.05(c) as of the date presented to the Surviving Corporation. (ef) Any portion of amount in the Payment Fund and the Escrow Fund (and any interest or other income earned thereon) that remains unclaimed by the Stockholders and the holders of shares the Company Warrants after the later of Company Common Stock six (6i) the determination of the Final Working Capital and Final Closing Cash and (ii) a period of 12 months after immediately following the Effective Time shall be returned to Parent, upon demandthe Surviving Corporation, and any such holder who has not exchanged shares of Company Common Stock its Shares for the Merger applicable Share Consideration in accordance with this Section 2.04 and any holder who has not exercised its Company Warrants for the applicable Warrant Consideration prior to that such time shall thereafter look only to Parent the Surviving Corporation for payment thereof without any interest thereon. Any portion of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to aggregate Share Consideration (and any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat interest or similar laws. Any amounts remaining other income earned thereon) that remains unclaimed by holders the Stockholders on the second anniversary of shares of Company Common Stock two (2) years after the date on which the Effective Time occurs (or such earlier date, date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental authority) shall become, to the extent permitted by Applicable Lawapplicable law, the property of Parent the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto. Any portion of the aggregate Warrant Consideration that remains unclaimed by the holders of Company Warrants at 5:00 p.m., New York City time, on April 15, 2014 shall become, to the extent permitted by applicable law and the provisions of the Warrant Agreement, 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 Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Acquirer shall appoint an exchange agent reasonably acceptable to the Company (the “"Exchange Agent”") for the purpose of exchanging certificates representing Company Shares (the "Certificates") for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with Acquirer will make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Company Shares. Promptly after the Effective Time, Parent shall Acquirer will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company Common Stock record at the Effective Time of Company Shares a letter of transmittal and instructions for use in such exchange (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 to the Exchange Agent) in such form as the Company and Acquirer may reasonably agree, for use in effecting delivery of the Uncertificated Company Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall Consideration, upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, will be entitled to receive the Merger Consideration in respect of the Company Common Stock Shares represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of a such 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 besurrendered, each such Certificate or Uncertificated Share shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive such 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 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 the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article 2.I. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 1.3(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months Shares one year after the Effective Time shall be returned to ParentAcquirer, upon demand, and any such holder who has not exchanged shares of such holder's Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 1.3 prior to that time shall thereafter look only to Parent Acquirer for payment of the Merger ConsiderationConsideration in respect of such holder's Company Shares. Notwithstanding the foregoing, Parent Acquirer shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) Shares three years after the Effective Time (or such earlier date, date immediately prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental entity) shall becomeshall, to the extent permitted by Applicable Lawapplicable law, become the property of Parent Acquirer free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion No dividends or other distributions with respect to Acquirer Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 1.3. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the Merger Consideration made available Acquirer Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Acquirer Common Stock with a record date on or after the Effective Time and a payment date on or prior to the Exchange Agent date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable in respect of such Acquirer Common Stock with a record date on or after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of Acquirer Common Stock, all Acquirer Common Stock to be issued pursuant to the Merger (but not options therefor issued pursuant to Section 2.05 in respect of any Dissenting Shares 1.4 unless actually exercised at the Effective Time) shall be returned entitled to Parent, upon demanddividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of At or prior to the Effective Time, Parent shall deposit with and make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company Option Merger Consideration or the Company RSU Merger Consideration) (the “Payment Exchange Fund”). All cash deposited with the Exchange 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 Exchange Fund will be payable to the Surviving Corporation. Promptly after the Effective Time (but in no event later than five (5) 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 (other than the Company, Parent, Merger Subsidiary, any Subsidiary of the Company 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 (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share. 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 Merger Consideration. No interest shall or dividends will be paid or accrued accrue on the cash any Merger Consideration payable upon the surrender or transfer to holders of such Certificate Certificates or Uncertificated ShareShares. (c) If any portion of the 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 in advance to the Exchange Agent any transfer or other Tax taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2.I. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 1.3(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 1.3 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent none of Parent, the Surviving Corporation or the Exchange Agent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the such amounts would otherwise escheat to or become property of any Governmental Authority) Authority shall become, to the extent permitted by Applicable applicable Law, the property of Parent 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 2.05 1.4 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Acquiror shall appoint an exchange Corporate Stock Transfer or another agent who shall be reasonably satisfactory to the Company (the “Exchange Agent”) pursuant to an agreement that shall be reasonably satisfactory to the Company, for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of the Effective Time, Parent Acquiror shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (Shares. Such funds shall be invested by the “Payment Fund”)Exchange Agent as directed by Acquiror or the Surviving Corporation pending payment thereof by the Exchange Agent to the holders of the Shares; provided, however, that such investments shall be held by the Exchange Agent and only be in obligations of or guaranteed by the United States of America, 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 in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion. Earnings from such investments shall be the sole and exclusive property of Acquiror and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Promptly after the Effective Time, Parent but no later than 5 Business Days following the Effective Time, Acquiror 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 a letter of transmittal and instructions in form and substance reasonably 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 of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 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 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 taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) months Shares one year after the Effective Time shall be returned to ParentAcquiror, upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent Acquiror for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent Acquiror shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental authority) shall become, to the extent permitted by Applicable Lawapplicable law, the property of Parent Acquiror 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 2.05 in respect of any Dissenting 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to ParentAcquiror, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of Promptly after the Effective Time, Parent shall deposit with pay to the Exchange Agent Agent, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time (but in no event later than 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 Shares at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration paid to the Exchange Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of such Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Company Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock 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 shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available paid to the Exchange Agent pursuant to Section 2.05 3.04(a) in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Timedate of the Company Stockholder Meeting, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of or prior to the Effective Time, Parent shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)pursuant to Section 2.02. Promptly after the Effective Time (but not later than two (2) 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 as of the Effective Time a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery thereof) and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchangeeffecting the surrender of Certificates or Uncertificated Shares in exchange for the Merger Consideration. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly 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, the Merger Consideration in respect of the Company Stock represented by a Certificate or for each Uncertificated Share. 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 Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article 2, each Certificate or Certificates so surrendered shall immediately be cancelled. (c) If any portion of the 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after Shares. After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund aggregate Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six twelve (612) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the aggregate Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 2.03(a) in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of Parent shall make available to the Exchange Agent, at or prior to the Effective Time, Parent shall deposit with cash in amount sufficient to pay the Exchange Agent the aggregate Merger Consideration to be paid in respect of the all Certificates and Uncertificated Shares (the “Payment Fund”other than Dissenting Shares). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a nationally recognized financial institution reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Per Share Merger Consideration (i) certificates representing shares each share of Company Common Stock, other than any Excluded Share, represented by a certificate (a “Certificate” and each share of Company Stock (the represented by a Certificate, a “CertificatesCertificated Share”) and or (ii) each uncertificated shares share of Company Common Stock other than any Excluded Share (the an “Uncertificated SharesShare”). As of The Exchange Agent agreement pursuant to which Parent shall appoint the Exchange Agent shall be in form and substance reasonably acceptable to the Company and Parent. At or prior to the Effective Time, Parent shall deposit with make available to the Exchange Agent the aggregate Aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Consideration. Promptly after the Effective TimeTime (but not later than five Business Days thereafter), 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 (other than Excluded Shares) a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares a share of Company Common Stock that have has been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a CertificateCertificate in respect of such share, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, or (ii) receipt delivery of an “agent’s message” by to 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 an Uncertificated SharesShare, the Per Share Merger Consideration in respect of such share of Company Stock. Until so surrendered or transferred, as the case may be, each such Certificate Certificated Share or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such 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 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 registeredregistered in the transfer records of the Company, 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 taxes 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 Parent and the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates a Certificated Share or an Uncertificated Shares are Share is presented to the Surviving CorporationCorporation or the Exchange Agent, they it shall be canceled and exchanged for the Per Share Merger Consideration provided for, and in accordance with the procedures set forth, in this Article ‎Article 2. (e) Any portion of the Payment Fund Aggregate Merger Consideration made available to the Exchange Agent pursuant to ‎Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares a share of Company Common Stock for the Per Share Merger Consideration in accordance with this Section 2.04 ‎Section 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Considerationwithout any interest. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with Buyer will make available to the Exchange Agent Agent, in such amounts as may be needed from time to time, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 From and after the Effective Time Time, all Shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired, and each such certificate shall, after the Effective Time, represent for all purposes purposes, only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a bank or trust company that is reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging the Shareholder Consideration for the Merger Consideration (i) certificates representing shares Shares in accordance with a letter of irrevocable instructions mutually acceptable to Parent, the Company Common Stock (and the “Certificates”) and (ii) uncertificated shares of Company Common Stock (Exchange Agent. On the “Uncertificated Shares”). As of the Effective TimeClosing Date, Parent shall, or shall cause Merger Sub to, deposit with the Exchange Agent the aggregate Merger Shareholder Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Exchange Fund”). For purposes of determining the Shareholder Consideration to be deposited with the Exchange Agent, Parent shall assume that no holder of Shares will perfect such holder’s right to demand cash payment of the fair market value of his Shares pursuant to Chapter 13 of the CGCL. Promptly after the Effective Time, Parent shall will send, or shall will cause the Exchange Agent to send, to each record Person who was a holder of shares of Company Common Stock Shares at the Effective Time (a “Shareholder”), a letter of transmittal and instructions for use in such exchange (which shall be in customary form 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 transfer of the Uncertificated certificates representing Shares to the Exchange Agent) ). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments of the Shareholder Consideration as provided in this Section 2.2 from the Exchange Fund which, unless otherwise provided elsewhere in this Agreement, shall not be used for use any purpose except payment of the Shareholder Consideration as provided in such exchangethis Agreement. (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated SharePer Share Amount, upon (i) surrender to the Exchange Agent of a Certificatecertificate or certificates representing such Shares, together with a duly properly completed and validly executed letter of transmittal covering such Shares and such other documents customary documentation as may be reasonably be requested required by the Exchange Agent, Parent or (ii) receipt of an “agent’s message” by the Exchange Agent and approved on or prior to the Closing Date by the Company (or such other evidencewhich approval shall not be unreasonably withheld), 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 will be entitled to receive an amount equal to the product of the Per Share Amount and the number of Shares represented by such Merger Consideration. No certificate or certificates, without interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Sharethereon, less any required withholding tax. (c) If any portion of the Merger Shareholder Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock Shares thereafter on the stock transfer books records of the Surviving CorporationCompany. From and after the Effective Time, the holders of certificates representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as provided in this Agreement or by Law. If, after the Effective Time, Certificates or Uncertificated any certificate representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for cash in an amount equal to the Merger Consideration product of the Per Share Amount and the number of Shares represented by such certificate, less any required withholding tax, as provided for, for and in accordance with the procedures set forth, forth in this Article 2. (e) Any portion of the Payment Exchange Fund deposited with the Exchange Agent pursuant to this Agreement that remains unclaimed by the holders of shares of Company Common Stock six Shares twelve (612) months after the Effective Time shall be returned to Parent, upon Parent’s demand, and any such holder who has not exchanged shares of Company Common Stock his Shares for the Merger Shareholder Consideration payable in respect thereof in accordance with Section 2.1 and this Section 2.04 2.2 prior to that time shall thereafter look only to Parent for payment of the Merger Considerationportion of the Shareholder Consideration due in respect of his Shares. Notwithstanding If, for any reason, the foregoingmonies in the Exchange Fund are not sufficient to pay the Shareholder Consideration due in respect of any of the Shares, Parent shall not be liable pay such Shareholder Consideration to any the holder of shares the Shares upon surrender of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat his or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or her certificate evidencing 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 Parent free and clear of any claims or interest of any Person previously entitled theretoShares. (f) Any portion of the Merger Shareholder Consideration made available to deposited with the Exchange Agent pursuant to Section 2.05 in respect 2.2(a) to pay for Shares for which the right to a determination of any Dissenting Shares fair market value, as contemplated by Section 2.3, has been perfected shall be returned to Parent upon Parent’s demand. (g) If any certificate representing Shares shall have been lost, stolen or destroyed, upon demandthe making of an affidavit of that fact, in form and substance acceptable to the Exchange Agent, by the person claiming such certificate to be lost, stolen or destroyed, and complying with such other conditions as the Exchange Agent may reasonably impose (including the execution of an indemnification undertaking or the posting of an indemnity bond or other surety in favor of the Exchange Agent and Parent with respect to the certificate alleged to be lost, stolen or destroyed), the Exchange Agent will deliver to such person the Per Share Amount payable in respect of each such Share, without interest thereon.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (iA) certificates representing shares of Company Common Stock (the “Certificates”) and or (iiB) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly after the Effective Time (but in no event later than two 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 a letter of transmittal (in a form that was reasonably acceptable to the Company prior to the Effective Time) and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration in respect of the Company Stock represented by a Certificate or Uncertificated Share. 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 Merger Consideration. No interest On the Closing Date, at or promptly following the Effective Time or in the case of payments pursuant to Section 2.04, when ascertained, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Stock, cash and shares of Parent Common Stock in an amount sufficient to pay the Merger Consideration (such cash being hereinafter referred to as the “Payment Fund”). The cash in the Payment Fund shall, pending its disbursement to the holders of Company Stock, be invested by the Exchange Agent as directed by Parent or, after the Effective Time, the Surviving Corporation in (i) short-term direct obligations of the United States of America, (ii) short-term 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, (iii) short-term commercial paper rated the highest 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 Stock and Parent shall promptly replace or cause to be replaced any funds deposited with the Exchange Agent that are lost through any investment so as to ensure that the Payment Fund is at all times maintained at a level sufficient for the Exchange Agent to pay the Merger Consideration. Earnings from investments, subject to the immediately preceding proviso, shall be paid or accrued on to and shall be the cash payable upon sole and exclusive property of Parent and the surrender or transfer of such Certificate or Uncertificated ShareSurviving Corporation. Except as contemplated by Section 2.03(e) hereof, the Payment Fund shall not be used for any other purpose. (c) If any portion of the 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months two years after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the such amounts would otherwise escheat to or become property of any Governmental Authority) Authority shall become, to the extent permitted by Applicable Law, the property of Parent 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 2.05 2.04 in respect of any Dissenting Appraisal Shares shall be returned to Parent, upon demand. (g) The shares of Parent Common Stock constituting part of the Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under Applicable Law. No interest shall be paid or accrued on the Merger Consideration. (h) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered share of Company Stock with respect to shares of Parent Common Stock that such holder would be entitled to receive upon surrender of such share of Company Stock until such holder shall surrender such share of Company Stock in accordance with this Article 2. After the surrender of any such share of Company Stock in accordance with this Article 2, such holder thereof entitled to receive shares of Parent Common Stock shall be entitled to receive any such dividends or other distributions, without interest thereon, with a record date after the Effective Time and which theretofore had become payable with respect to whole shares of Parent Common Stock issuable to such holder in respect of such share of Company Stock.

Surrender and Payment. (a) Prior to At or promptly after the Effective Time, Parent shall appoint an exchange deposit, or shall cause to be deposited, with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, of the Company) (the “Exchange Paying Agent”) ), for the purpose benefit of exchanging for the Merger Consideration holders of (i) certificates representing that immediately prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company 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). As of soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent Paying Agent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, mail to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange 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 Common Stock formerly represented by any such Certificate and such Certificate so surrendered and the shares of Company Common Stock formerly represented by any such Uncertificated Shares shall forthwith be cancelled. (b) 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 receive, upon (i) surrender to the Paying Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Company Common Stock 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 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 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 Paying Agent any transfer or other Tax Taxes 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 reasonable satisfaction of the Exchange Paying Agent that such Tax has Taxes have been paid or is are not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from At and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationCompany Capital Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Merger Consideration provided for, and in accordance with with, the procedures set forth, forth in this Article 2III. (e) Any portion of the Payment Fund Merger Consideration made available to the Paying Agent pursuant to Section 3.4(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to paid, at the request of Parent, upon demandto Parent or as otherwise directed by Parent, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 3.4 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, Parent none of the Acquirer Parties, the Company, the Paying Agent or any other Person shall not be liable to any holder or former holder of shares of Company Common Stock for any amounts paid amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled theretoLaws. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Paying Agent”) and enter into a paying agent agreement with the Paying Agent reasonably acceptable to the Company for the purpose of acting as agent in exchanging for the applicable portion of the Merger Consideration (iA) certificates representing shares of Company Common Stock (the “Certificates”) and or (iiB) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly after the Effective Time (but in no event later than two (2) Business Days after the Effective Time), Parent the Company shall send, or shall cause the Exchange Paying Agent to send, to each holder of record holder of shares of Company Common Stock at (other than shares of Company Stock to be canceled pursuant to Section 2.02(a)(i) or Section 2.02(a)(ii) and shares of Company Stock converted pursuant to Section 2.02(a)(iii)) as of immediately following the Exchange and Redemption and immediately prior to the Effective Time a letter of transmittal (in a form that was reasonably acceptable to the Company prior to the Effective Time) and instructions (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 receipt of the Uncertificated Shares to the Exchange Agentan “agent’s message”, as applicable) for use in the exchange of such exchangeshares of Company Stock for such holder’s applicable portion of the Merger Consideration; provided, that if any holder of record of shares of Company Stock or OpCo Units requests in writing to the Company (at least five (5) Business Days prior to the Closing) to receive such letter of transmittal and instructions in advance of the Effective Time, the Company shall send, or shall cause the Paying Agent to send, to each such requesting holder such letter of transmittal and instructions in advance of the Effective Time. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Per Share Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly properly completed and validly duly executed letter of transmittal and such other documents as may reasonably be requested by in the Exchange Agentcase of certificated shares of Company Stock, or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Per Share Consideration in respect of each share of Company Stock represented by such Certificate or Uncertificated Share. Notwithstanding anything to the contrary herein, to the extent a properly completed and duly executed letter of transmittal completed by a holder of Company Stock as of immediately following the Exchange and Redemption and immediately prior to the Effective Time that has been converted into the right to receive the Per Share Consideration is received by the Paying Agent (together with the surrender of a Certificate, if applicable) at least one (1) Business Day prior to the Effective Time, Parent shall cause to be paid out of the Payment Fund (as defined below) the applicable portion of the Merger Consideration to which such holder of Company Stock is entitled as promptly as reasonably practicable following the occurrence of the Effective Time. 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 portion of the Merger Consideration. No At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Company Stock entitled thereto, cash in an amount sufficient to pay the aggregate Merger Consideration (excluding any amounts in respect of any Appraisal Shares) (such cash being hereinafter referred to as the “Payment Fund”). The Payment Fund shall, pending its disbursement to the holders of Company Stock entitled thereto, be invested by the Paying Agent as directed by Parent or, after the Effective Time, the Surviving Corporation in (i) short-term direct obligations of the United States of America, (ii) short-term 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, (iii) short-term commercial paper rated the highest 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 Stock entitled thereto and Parent shall promptly replace or cause to be replaced any funds deposited with the Paying Agent that are lost through any investment so as to ensure that the Payment Fund is at all times maintained at a level sufficient for the Paying Agent to pay the aggregate unpaid Merger Consideration. Earnings from investments, subject to the immediately preceding proviso, shall be paid to and shall be the sole and exclusive property of Parent and the Surviving Corporation and no interest shall will be paid or accrued on for the cash payable upon benefit of any holders of Company Stock entitled to a portion of the surrender or transfer of such Certificate or Uncertificated ShareMerger Consideration. Except as contemplated by Section 2.03(e) hereof, the Payment Fund shall not be used for any other purpose. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the a 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 Paying Agent any transfer or other Tax Taxes or fees 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 Paying Agent that such Tax has been paid or is not payable. Payment of the applicable portion of the Merger Consideration in respect of Uncertificated Shares will only be made to the Person in whose name such Uncertificated Shares are registered as of immediately following the Exchange and Redemption and immediately prior to the Effective Time. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from From and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on that were outstanding immediately prior to the stock transfer books of the Surviving CorporationEffective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Paying Agent, they shall be canceled and exchanged for the portion of the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by undistributed to the former holders of shares of Company Common Stock six entitled thereto one (61) months year after the Effective Time shall be returned to Parent, upon demand, and any such former holder of shares of Company Stock who has not exchanged shares of Company Common Stock for the Merger Per Share Consideration to which they are entitled in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the applicable portion of the Merger Consideration, in respect of such shares of Company Stock without any interest thereon. Notwithstanding the foregoing, Parent and the Surviving Corporation shall not be liable to any holder of shares of Company Common Stock for any amounts properly paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the such amounts would otherwise escheat to or become property of any Governmental Authority) Authority shall become, to the extent permitted by Applicable Law, the property of Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Acceptance Time, Parent shall appoint an exchange agent that has been approved in advance by the Company (such approval not to be unreasonably withheld, delayed or conditioned) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As Parent or one of the Effective Time, Parent its Subsidiaries shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 the 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 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, the Surviving Corporation upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 3.03 prior to that time shall thereafter look only to Parent the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent none of Parent, the Company, the Exchange Agent, the Surviving Company or any of their respective Affiliates shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, 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 Parent the Surviving Corporation 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 2.05 in respect of any Dissenting 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parentthe Surviving Corporation, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares (other than the Rollover Shares) of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares (other than the Rollover Shares) of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. For the avoidance of doubt, the parties acknowledge and agree that the contributions of the Rollover Shares shall be deemed to occur immediately prior to the Effective Time and prior to any other above-described event. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration in respect of the Company Stock represented by a Certificate or Uncertificated Share. 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 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 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 taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2II. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “"Certificates”") and or (ii) uncertificated shares of Company Common Stock Shares (the “"Uncertificated Shares”"). As of the Effective Time, Parent shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, or (ii) receipt of an “"agent’s '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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 the 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 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.2(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 3.2 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, 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 Parent 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 2.05 in respect of any Dissenting 3.2(a) to pay for Shares for which dissenter's rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior At or prior to the Effective Time, Parent the Company shall appoint an exchange SunTrust Bank, Atlanta as agent (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of At the Effective Time, Parent Agri shall, and Gold Xxxx shall deposit with cause Agri to, make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated all outstanding Shares (the “Payment Fund”)entitled thereto as to which appraisal rights have not been exercised. Promptly after At or prior to the Effective Time, Parent shall the Company or 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2.I. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 1.4(a) that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned within one week after the end of such one year period, without further action or request, to the Buyer, 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 the Buyer for payment of the Merger Consideration in respect of any Dissenting Shares his Shares. Notwithstanding the foregoing, neither Buyer nor the Surviving Corporation shall be returned liable to Parentany 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, upon demandto the extent permitted by applicable Law, become the property of the Buyer free and clear of any claims or interest of any Person previously entitled thereto; provided, however, that nothing herein shall limit the obligations of the Buyer under Section 1.4(b).

Surrender and Payment. (a) Prior to the Effective TimeAs soon as reasonably practicable after execution of this Agreement, Parent Vertical shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging the Cash Price for the Merger Consideration (i) certificates representing shares of Company Common Vodavi Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent Vertical shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration Cash Price to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Certificates. Promptly after the Effective Time, Parent Vertical shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Vodavi Stock at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Vodavi Stock that have been converted into the right to receive the Merger Consideration Cash Price shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested transmittal, the Cash Price in respect of the Vodavi Stock represented 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 SharesCertificate. 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 Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated ShareCash Price. (c) If any portion of the Merger Consideration Cash Price 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 taxes 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 taxes have been paid or is are not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationVodavi Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided forCash Price, and in accordance with the procedures set forth, forth in this Article 2Section 3.05. (e) Any portion of the Payment Fund Cash Price made available by Vertical to the Exchange Agent pursuant to Section 3.05(a) that remains unclaimed by the holders of shares of Company Common Vodavi Stock six (6) months after the Effective Time shall be returned to Parent, Vertical upon demand, and any such holder who has not exchanged shares of Company Common Vodavi Stock for the Merger Consideration Cash Price in accordance with this Section 2.04 3.05 prior to that time shall thereafter look only to Parent Vertical for payment of the Merger ConsiderationCash Price, and any dividends and distributions with respect thereto, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent Vertical shall not be liable to any holder of shares of Company Common Vodavi Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Vodavi Stock 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) Entity shall become, to the extent permitted by Applicable Lawapplicable law, the property of Parent Vertical, free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration Cash Price made available to the Exchange Agent pursuant to Section 2.05 in respect 3.05(a) to pay for shares of any Dissenting Shares Vodavi Stock for which appraisal rights have been perfected shall be returned to ParentVertical, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly As promptly as practicable 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each Company Share represented by a Certificate or for each Uncertificated Share. 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of such Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Company Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock 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 shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, 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 Parent 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 2.05 in respect of any Dissenting 3.04(a) to pay for Company Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent FMFK shall appoint an exchange agent a bank or trust company as agent, reasonably acceptable to OLYMPIC (the “"Exchange Agent”") for the purpose of exchanging certificates representing OLYMPIC Shares (the "Certificates") for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with FMFK will make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid delivered in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)OLYMPIC Shares. Promptly after the Effective Time, Parent shall FMFK will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company Common Stock record at the Effective Time of OLYMPIC Shares a letter of transmittal and instructions for use in such exchange (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 Uncertificated Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock OLYMPIC Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated ShareConsideration, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and transmittal, will be entitled to receive the Merger Consideration payable in respect of OLYMPIC Shares represented by 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 SharesCertificate. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive such 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 Merger Consideration is to be paid to registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment registration that (i) either such the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment registration shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to registration in the name of 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationOLYMPIC Shares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Exchange Agent, the Surviving CorporationCorporation or FMFK, they shall be canceled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) hereof that remains unclaimed by the holders of shares of Company Common Stock six OLYMPIC Shares one (61) months year after the Effective Time shall be returned to ParentFMFK, upon demand, and any such holder who has not exchanged shares of Company Common Stock such holder's OLYMPIC Shares for the Merger Consideration in accordance with this Section 2.04 2.3 prior to that time shall thereafter look only to Parent FMFK for payment delivery of the Merger ConsiderationConsideration in respect of such holder's OLYMPIC Shares. Notwithstanding the foregoing, Parent FMFK, the Exchange Agent and the Surviving Corporation shall not be liable to any holder of shares of Company Common Stock OLYMPIC Shares for any amounts paid Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion No dividends or other distributions with respect to OLYMPIC Common Stock and OLYMPIC Preferred Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 2.3. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the Merger Consideration made available to OLYMPIC Common Stock and OLYMPIC Preferred Stock issued in exchange therefor (i) at the Exchange Agent pursuant to Section 2.05 time of such surrender, all dividends and other distributions payable in respect of any Dissenting Shares such OLYMPIC Common Stock and OLYMPIC Preferred Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid, and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such OLYMPIC Common Stock and OLYMPIC Preferred Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of OLYMPIC Common Stock and OLYMPIC Preferred Stock, all FMFK Common Stock and FMFK Preferred Stock to be issued pursuant to the Merger as merger consideration shall be returned entitled to Parent, upon demand.dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “"Exchange Agent”") reasonably acceptable to Elf for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of Promptly after the Effective Time, Parent shall deposit will cause to be deposited with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates Shares converted pursuant to Section 2.02(a) and Uncertificated Shares (the “Payment Fund”pursuant to Section 2.02(b), if applicable. Promptly 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 Common Stock Shares at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall pursuant to Section 2.02(a) and pursuant to Section 2.02(b), if applicable, will be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and transmittal, the Merger Consideration payable for each Share represented by 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 SharesCertificate. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued will accrue on the cash Merger Consideration payable upon pursuant to the surrender or transfer provisions of such Certificate or Uncertificated Sharethis Article 2. (c) If any portion of the 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 the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, the stock transfer books of Elf will be closed and there shall be no further registration of or transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) Shares three years after the Effective Time (or such earlier date, date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental AuthorityEntity) shall become, to the extent permitted by Applicable applicable Law, the property of Parent 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 2.05 in respect of any Dissenting 2.03(a) to pay for Shares for which appraisal rights have been requested shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Acquisition shall appoint an exchange agent authorize one or more commercial banks (acceptable to the Company) organized under the laws of the United States or any state thereof with capital, surplus and undivided profits of at least $500,000,000 to act as Exchange Agent hereunder (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with Acquisition will make available to the Exchange Agent prior to the aggregate Effective Time the Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time, Parent shall Acquisition 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such 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) Acquisition shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Acquisition is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Acquisition, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Acquisition. (d) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.is

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Paying Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) or uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”) for the Merger Consideration as provided in Section 2.02(a). As Merger Subsidiary or one of its Affiliates shall make available to the Effective TimePaying Agent, Parent shall deposit with as needed, the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (Shares. Any interest or other income earned on the “Payment Fund”)Merger Consideration deposited with the Paying Agent pending its disbursement pursuant to Section 2.03 shall be solely for the account of the Surviving Corporation or one of its Affiliates and shall be delivered to them, upon demand by the Surviving Corporation at any time or from time to time. Promptly 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 Shares that have been converted into the Effective Time right to receive the Merger Consideration a letter of transmittal and instructions for use in such exchange (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 Uncertificated Shares to the Exchange Paying Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, (upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested transmittal, or in the case of an Uncertificated Shares, receipt by the Exchange Agent, or (ii) receipt Paying Agent of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as evidence reasonably acceptable to the Exchange Agent may reasonably requestPaying Agent)) in the case of a book-entry transfer of Uncertificated SharesMerger Consideration payable for each Share so surrendered. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes represent only the right to receive such the 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 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 registeredregistered holder, it shall be a condition to such payment that (i) either such any Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such any Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other Tax Taxes 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 Paying Agent that such Tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Paying Agent, for any reason, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Paying Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned delivered to Parent, the Surviving Corporation or one of its Affiliates upon demanddemand by the Surviving Corporation, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such Shares, without any interest thereon. Notwithstanding the foregoing, Parent neither the Surviving Corporation nor any of its Affiliates shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, Shares immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) Authority shall become, to the extent permitted by Applicable Law, the property of Parent the Surviving Corporation 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 Paying Agent pursuant to Section 2.05 in respect of any Dissenting 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned delivered to Parentthe Surviving Corporation or one of its Affiliates, upon demanddemand by the Surviving Corporation.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with Buyer will make available to the Exchange Agent Agent, in such amounts as may be needed from time to time, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 From and after the Effective Time Time, all Shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired, and each such certificate shall, after the Effective Time, represent for all purposes purposes, only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax 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) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an exchange agent (the “Exchange Agent”) reasonably acceptable to a majority of the independent directors of the Company for the purpose of exchanging Certificates for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of At the Effective Time, Parent Buyer shall deposit deposit, or cause to be deposited, with the Exchange Agent cash sufficient to make the aggregate Merger Consideration cash payments payable pursuant to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”Section 2.2(a)(i). Promptly after the Effective Time, Parent shall Buyer will send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal and instructions for use in such exchange (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 Uncertificated Shares to the Exchange Agent) for ), which letter shall be in such form as the Company and Buyer may reasonably agree to use in such exchangeeffecting delivery of shares of Company Common Stock to the Exchange Agent. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall as provided herein will be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a such Certificate or Uncertificated Share, only upon (i) surrender to the Exchange Agent of a such 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 besurrendered, each such Certificate or Uncertificated Share shall represent so converted shall, after the Effective Time Time, represent for all purposes only the right to receive such Merger Consideration. No interest shall will be paid or accrued on the any cash payable upon as part of the surrender Merger Consideration or transfer in lieu of such Certificate or Uncertificated Sharefractional shares pursuant to Section 2.6. (c) If any portion of the Merger Consideration is to be paid to the name of a Person other than the Person in whose name the applicable surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to the registration or payment of such payment Merger Consideration that (i) either such the surrendered 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 payabletransfer. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company Common Stock on the stock transfer books of records of, or relating to, the Surviving CorporationCompany. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Exchange Agent, the Surviving CorporationCorporation or Buyer, they shall be canceled and and, if applicable, exchanged for the Merger Consideration provided for, and payable in exchange therefor in accordance with the procedures and limitations set forth, in this Article 2II. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect 2.3(a) that remains unclaimed by the holders of any Dissenting Shares shares of Company Common Stock twelve (12) months after the Effective Time shall be returned to ParentBuyer and any such holder who has not exchanged such holder’s shares of Company Common Stock for the Merger Consideration payable in exchange therefor in accordance with this Section 2.3 prior to that time shall thereafter look only to Buyer for delivery of the Merger Consideration in respect of such holder’s shares without any interest thereon. Notwithstanding the foregoing, upon demandBuyer shall not be liable to any Person for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (f) The Exchange Agent shall invest any cash made available to the Exchange Agent pursuant to Section 2.3(a) as directed by Buyer on a daily basis in Treasury bills, Treasury notes, Treasury bonds or other short-term instruments guaranteed by the full faith and credit of the United States. Any interest and other income resulting from such investments shall promptly be paid to Buyer.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective TimeParent will, Parent shall deposit with or will cause Merger Subsidiary to, provide the Exchange Agent with immediately available funds sufficient for the payment of the aggregate Merger Consideration to be paid payable in respect of the Certificates and Uncertificated Shares (the “Payment Fund”)pursuant to this Agreement. Promptly 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 Common Stock Shares at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall will be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and transmittal, the Merger Consideration payable for each Share represented by 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 SharesCertificate. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such 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 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 the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration provided to the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, date immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authoritygovernmental authority) shall become, to the extent permitted by Applicable Lawapplicable law, the property of Parent 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 2.05 in respect of any Dissenting 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”"EXCHANGE AGENT") for the purpose of exchanging certificates representing Shares (the "CERTIFICATES") for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of Immediately following the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the aggregate benefit of the holders of Shares, the Merger Consideration to be paid pursuant to Section 2.02 in respect exchange for outstanding Shares. For purposes of determining the Certificates and Uncertificated Merger Consideration to be made available, Parent shall assume that no holder of Shares (the “Payment Fund”)will perfect his right to appraisal of his Shares. Promptly 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 Common Stock Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (which shall specify that delivery of the delivery Merger Consideration shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated ShareConsideration, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and if applicable, will be entitled to receive the Merger Consideration payable for each Share represented by 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 SharesCertificate. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive such Merger Consideration. No , without interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Sharethereon. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the Person 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 the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payableapplicable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares Shares. From and after the Effective Time, the holders of Company Common Stock on the stock transfer books Certificates evidencing ownership of the Surviving CorporationShares outstanding immediately prior to the Effective Time shall cease to have rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock them for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Parent and Merger Subsidiary shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the Merger Consideration payable to a holder of Shares pursuant to the Merger any withholding taxes as are required under the Internal Revenue Code of 1986 (the "CODE"), or any applicable provision of state, local or foreign tax law. Parent shall take appropriate steps to minimize such taxes. To the extent that amounts are so withheld by Parent or Merger Subsidiary, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent or Merger Subsidiary. (g) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a commercial bank or trust company that is reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates or Uncertificated Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (and shall enter into an exchange agent agreement with the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Exchange Agent. As of At the Effective Time, Parent shall deposit deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent Agent, for the benefit of the holders of shares of Company Common Stock, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid in respect of the Certificates and the Uncertificated Shares (pursuant to Section 3.2(a). All cash deposited with the Exchange Agent pursuant to this Section 3.3(a) shall hereinafter be referred to as the “Payment Exchange Fund”). Promptly after the Effective TimeTime (and in any event within five (5) Business Days following the date of the Closing), 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 the 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 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 Taxes 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 Merger Consideration paid The stock transfer books of the Company shall be closed immediately 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares Effective Time and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock Shares thereafter on the stock transfer books records of the Surviving CorporationCompany. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, they shall be canceled and exchanged for the Merger Consideration to the extent provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.3(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, the Surviving Corporation upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.3 prior to that time shall thereafter look only to Parent the Surviving Corporation for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent none of Parent, the Company, the Exchange Agent, the Surviving Corporation or any of their respective Affiliates shall not be liable to any holder of shares of Company Common Stock 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 shares of Company Common Stock Shares two (2) years after the Effective Time (or such earlier date, 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 Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (f) The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any portion interest and other income resulting from such investments shall be payable to the Surviving Corporation or Parent, as Parent directs. If for any reason the cash in the Exchange Fund shall be insufficient to fully satisfy all of the Merger Consideration payment obligations to be made available to in cash by the Exchange Agent pursuant hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to Section 2.05 the deficiency in respect the amount of cash required to fully satisfy such cash payment obligations. The Exchange Fund shall not be used for any Dissenting Shares shall be returned to Parent, upon demandother purpose except as provided in this Agreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent authorize one or more transfer agent(s) reasonably acceptable to Target to act as Exchange Agent hereunder (the “Exchange Agent”) for with respect to the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Merger. As of At or prior to the Effective Time, Parent shall deposit with the Exchange Agent for the benefit of the holders of Target Shares, for exchange in accordance with this Section 3.2 through the Exchange Agent, the aggregate amount of Merger Consideration to be paid payable in respect of connection with the Certificates and Uncertificated Shares Merger (collectively, the “Payment Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable Merger Consideration in exchange for surrendered Stock Certificates pursuant to Sections 3.1 out of the Exchange Fund. Except as contemplated by Section 3.2(d), the Exchange Fund shall not be used for any other purpose. (b) Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, send to each record holder of shares record of Company Common Stock at the Effective Time Certificates a letter of transmittal and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title with respect to the Stock Certificates shall pass, only upon proper delivery of the Stock Certificates or transfer of the Uncertificated Shares to the Exchange Agent) ), and instructions for use in such exchange. (b) 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 Company Common Stock 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 Merger Consideration. No interest shall be paid or accrued on the cash payable upon effecting the surrender or transfer of such Certificate or Uncertificated ShareStock Certificates for payment therefor in accordance herewith (together, the “Exchange Instructions”). (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Target Shares represented by the Stock Certificate(s) surrendered in whose name the surrendered Certificate exchange therefor, no such issuance or the transferred Uncertificated Share is registered, it payment shall be a condition to such payment that made unless (i) either such Certificate shall be the Stock Certificate(s) so surrendered have been 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 issuance has paid to the Exchange Agent any transfer or other Tax taxes required as a result of such payment issuance to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the Exchange Agent’s satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. applicable. For 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 any governmental or regulatory authority or agency (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with cause NICE Systems Inc. to make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration in respect of the Company Stock represented by a Certificate or Uncertificated Share. 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 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 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 taxes 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 tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with Buyer will make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares (the “Payment Fund”)will perfect his right to appraisal of his Shares. Promptly As soon as practicable 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax 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) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to As soon as reasonably practicable as of or after the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent MergerSub shall deposit with the Exchange Agent Agent, for the aggregate benefit of the holders of Shares, for exchange in accordance with this Article 1, the Merger Consideration. For purposes of determining the Merger Consideration to be paid in respect made available, MergerSub shall assume, subject to Section 1.04(d)(ii), that no holder of the Certificates and Uncertificated Shares (the “Payment Fund”)will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Parent shall MergerSub 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such Merger Consideration. No interest shall will be paid or accrued will accrue on the any cash payable upon the surrender as Merger Consideration or transfer in lieu of such Certificate or Uncertificated Shareany fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax 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) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Ordinary Shares (the “Certificates”) and ), or (ii) uncertificated shares of Company Common Stock Ordinary Shares (the “Uncertificated Shares”). As of At the Effective Time, Parent shall deposit with have made available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 Ordinary Shares at the Effective Time a letter of transmittal in customary form and containing such provisions and instructions as Parent may reasonably specify and the Company may reasonably approve prior to the Effective Time (which shall specify including provision 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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each Except as set forth in Sections 2.02(b) and 2.02(c), each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration Ordinary Shares shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration in respect of each Company Ordinary Share represented by a Certificate or for each Uncertificated Share. The shares of Parent Common Stock constituting part of such Merger Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Ordinary Shares or is otherwise required under Applicable Law. 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 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 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 transferred, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on Ordinary Shares outstanding immediately prior to the stock transfer books of the Surviving CorporationEffective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCompany, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Ordinary Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Company Ordinary Shares, without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Ordinary Shares for any amounts properly paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock Ordinary Shares two (2) years after the Effective Time (or such earlier date, 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion No dividends or other distributions with respect to the Parent Common Stock constituting part of the Merger Consideration made available Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the Exchange Agent holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.03. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the shares of Parent Common Stock have been registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.05 in 2.06 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such shares, and (ii) at the appropriate payment date, the amount of any Dissenting Shares shall be returned dividends or other distributions with a record date after the Effective Time and prior to Parent, upon demandsurrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such shares.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to Company (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of Immediately following the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the aggregate Merger Consideration to be paid in respect benefit of the Certificates and Uncertificated Shares (holders of shares of Company Common Stock, certificates representing the “Payment Fund”)Parent Common Stock issuable pursuant to Section 1.02 in exchange for outstanding shares of Company Common Stock. Promptly 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 Common Stock Shares at the Effective Time (i) a letter of transmittal and instructions for use in such exchange (which shall specify that delivery of the delivery Merger Consideration shall be effected, and risk of loss and title to the certificates representing Parent Common Stock and Company Common Stock shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated certificates representing Shares to the Exchange Agent) and (ii) instructions for use in such exchangeeffecting the surrender of the certificates representing Shares in exchange for the certificates representing Parent Common Stock. (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender such Shares and any dividends payable pursuant 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 SharesSection 1.03(f). Until so surrendered or transferred, as the case may besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes only the right to receive such the Merger Consideration. No interest shall be paid or accrued on the cash Consideration and any dividends payable upon the surrender or transfer of such Certificate or Uncertificated Sharepursuant to Section 1.03(f). (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result by reason of such the payment of the Merger Consideration to a Person other than the registered holder of such Certificate Shares represented by the certificate or Uncertificated Share certificates so surrendered or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payableapplicable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article 21. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock his Shares for the Merger Consideration in accordance with this Section 2.04 1.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration and any dividends payable pursuant to Section 1.03(f) in respect of his Shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar property laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) Shares seven years after the Effective Time (or such earlier date, date immediately prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority) shall becomeshall, to the extent permitted by Applicable Lawapplicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion No dividends or other distributions with respect to Parent Common Stock issued in the Merger shall be paid to the holder of any unsurrendered certificates representing Shares until such certificates are surrendered as provided in this Section 1.03. Subject to the effect of applicable laws, following the surrender of such certificates, there shall be paid, without interest, to the record holder of the Merger Consideration made available Parent Common Stock issued in exchange therefor at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time payable prior to or on the Exchange Agent pursuant date of such surrender with respect to Section 2.05 in respect such whole shares of Parent Common Stock and not previously paid, less the amount of any Dissenting Shares shall withholding taxes which may be returned to Parent, upon demandrequired thereon.

Surrender and Payment. (a) Prior to At the Effective Time, all Membership Interests outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.08, each holder of Membership Interests shall cease to have any rights as a Member of the Company. (b) Parent shall appoint an exchange agent be appointed as of the Effective Time (the “Exchange Agent”) for to act as the purpose of exchanging for exchange agent in the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchangeMerger. (bc) Each holder of shares of Company Common Stock that have been converted into As promptly as practicable following the right date hereof and in any event not later than two (2) Business Days prior to receive the Merger Consideration Closing Date, each Member shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender deliver to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal substantially in the form of Exhibit B hereto (the “Letter of Transmittal”), together with written instructions regarding (i) the Person in whose name the Portion of the Closing Merger Consideration issuable to such holder shall be registered, and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an the Person to whom the certificate(s) representing such Parent Common Stock shall be delivered at Closing (collectively, subclauses (i) and (ii), the “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 SharesInstructions”). Until so surrendered or transferredsuch Letter of Transmittal is delivered, as the case may be, each such Certificate or Uncertificated Share Membership Interests shall represent be deemed from and after the Effective Time Time, for all purposes only purposes, to evidence the right to receive such the Portion of the Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated ShareConsideration as provided in Section 2.07(a). (cd) The Exchange Agent shall as soon as practicable following the Effective Time, subject to the Exchange Agent’s receipt of such Member’s delivery of a Letter of Transmittal and Instructions, issue and deliver to such Member the certificate(s) representing such Member’s Portion of the Closing Merger Consideration in accordance with such Instructions. (e) If any portion of the Closing Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share Membership Interest is registered, it shall be a condition to such payment that (i) either the Exchange Agent be provided with reasonable evidence of the transfer of such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or Membership Interest to such Uncertificated Share shall be properly transferred Person, 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 Membership Interest or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with pay to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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 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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration paid to the Exchange Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock 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 shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available paid to the Exchange Agent pursuant to Section 2.05 3.04(a) in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent SUI shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Aggregate Per Share Merger Consideration for (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of the Effective Time, Parent SUI shall deposit deposit, or 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”). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Common Stock 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 Common Stock 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 shares of Company Common Stock 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 shares of Company Common Stock 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 Article Section 2. (e) Any portion of the Payment Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months Shares one year after the Effective Time shall be returned to ParentSUI, upon demand, and any such holder who has not exchanged shares of Company Common Stock Shares for the Applicable Per Share Merger Consideration in accordance with this Section 2.04 2 prior to that time shall thereafter look only to Parent SUI for payment of the Applicable Per Share Merger Consideration. Notwithstanding the foregoing, Parent SUI shall not be liable to any holder of shares of Company Common Stock 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 shares of Company Common Stock 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 Parent SUI free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion 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 made available 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 Section 2.05 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 Dissenting Shares Certificate shall be returned to Parenthave been lost, stolen or destroyed, upon demandthe 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall shall, with the Company’s prior written consent, appoint an exchange a U.S. bank or trust company to act as agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of Prior to or at the Effective Time, Parent shall deposit or cause to be deposited with the Exchange Agent an amount sufficient, together with amounts in the Parent Escrow Fund to be deposited with the Exchange Agent immediately following the Effective Time, to pay the aggregate Merger Consideration to be paid in respect which holders of the Certificates and Uncertificated Shares (the “Payment Fund”shares of Company Stock shall become entitled pursuant to Section 2.02(a). Promptly after the Effective TimeTime (but not later than five (5) Business Days thereafter), Parent shall send, or the Surviving Company shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal (and such other customary documents as may reasonably be requested required 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, the Merger Consideration in respect of the Company Stock represented by a Certificate or Uncertificated Share. 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 Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated ShareConsideration as contemplated by this Section 2.03, without interest. (c) If any portion of the 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 Taxes 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 The Merger Consideration paid in respect of shares of Company Stock upon the surrender or transfer, as the case may be, of Certificates or transfer of Uncertificated Shares in accordance with the terms hereof this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly previously represented by such Certificate Certificates or Uncertificated Shares Shares, and from at the Effective Time, the stock transfer books of the Company shall be closed and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, the holders of Certificates or Uncertificated Shares that evidenced ownership of shares of Company Stock on outstanding immediately prior to the stock transfer books Effective Time shall cease to have any rights with respect to such shares of the Surviving CorporationCompany Stock, except as otherwise provided for herein or by Applicable Law. IfSubject to Section 2.03(e), if, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six three (63) months after the Effective Time shall be returned to Parentthe Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof for payment of the Merger ConsiderationConsideration in respect of such shares without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by Applicable Law, the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding any provision of this Agreement to the foregoingcontrary, neither Parent nor the Surviving Corporation shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a bank or trust company or similar entity reasonably acceptable to the Company which is authorized to exercise corporate trust or stock powers to act as Exchange Agent in the Merger (the “"Exchange Agent”") for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “"Certificates”") and or (ii) uncertificated shares of Company Common Stock Shares (the “"Uncertificated Shares”"). As of At the Effective Time, Parent shall deposit with provide the Exchange Agent funds representing the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares pursuant to Section 3.02(a) (the “Payment "Exchange Fund”"). The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Shares and (ii) promptly applied to making the payments provided for in Section 3.02(a). The Exchange Fund shall not be used for any purpose that is not provided for herein. The Exchange Agent shall invest any cash included in the Exchange Fund, in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of all principal and interest, or as otherwise directed by Parent. Any interest and other income resulting from such investments shall be kept in the Exchange Fund. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (b) Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) . Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, or (ii) receipt of an “"agent’s '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, the Merger Consideration payable for each Share represented by a Certificate or for each Uncertificated Share. 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 the 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 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 or, in the case of Uncertificated Shares, that such Uncertificated Share shall documentation as may be properly transferred reasonably requested by the Exchange Agent is provided and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) months Shares one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 3.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock Shares for any amounts amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, Shares immediately prior to such the time when the such amounts would otherwise escheat to or become property of any Governmental Authority) Authority shall become, to the extent permitted by Applicable Law, the property of Parent Parent, 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 2.05 in respect 3.03(a) to pay for Shares for which rights to receive payment of any Dissenting the fair value of such Shares have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “"Exchange Agent”") for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “"Certificates”") and (ii) uncertificated shares of Company Common Stock (the “"Uncertificated Shares”"). As of the Effective Time, Parent shall deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares that are not Company Restricted Stock Awards (the “"Payment Fund”"). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock 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 '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 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 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an exchange agent (the “"Exchange Agent”") for the purpose of exchanging certificates representing Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit with Buyer will make available to the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares (the “Payment Fund”)will perfect rights to appraisal of Shares. Promptly 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 a letter of transmittal and instructions for use in such exchange (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 Uncertificated certificates representing Shares to the Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock Shares that have been converted into the a right to receive the Merger Consideration shall 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 the Company Common Stock 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 besurrendered, each such Certificate or Uncertificated Share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or the transferred Uncertificated Share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Shares or establish to the satisfaction of the Exchange Agent that such Tax 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) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock 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 Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent 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 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange a nationally recognized agent (the “Exchange Agent”) ), which Exchange Agent shall be reasonably satisfactory to the Company, for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit with deliver or cause to be delivered by wire transfer of immediately available funds to the Exchange Agent Agent, in trust, sufficient funds for the timely payment of the aggregate Merger Consideration to be paid to the holders of Company Stock immediately prior to the Effective Time in respect of the Certificates and the Uncertificated Shares (the “Payment Exchange Fund”)) . Promptly 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 Company Stock was converted into the right to receive Merger Consideration pursuant to Section 2.02 a letter of transmittal and instructions instructions, in form and substance reasonably satisfactory to the Company and Parent prior to the Closing (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 Uncertificated Shares to the Exchange Agent) ), for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharepromptly receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each such share of Company Stock represented by a Certificate or for each Uncertificated Share. 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 the Merger Consideration. No interest shall be paid or accrued on Consideration and the cash payable upon the surrender or transfer of such Certificate or Uncertificated ShareShare shall be canceled and cease to exist. (c) If any portion of the 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after 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 of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Exchange Fund (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parentthe Surviving Corporation, upon demand, and any such holder who has not exchanged such shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such shares of Company Stock without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts amount properly paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts portion of the Exchange Fund remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, date immediately prior to such time when the such amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by Applicable Law, the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available held in the Exchange Fund for which appraisal rights have been perfected shall be returned to the Surviving Corporation, upon demand. (g) The Exchange Fund shall be invested by the Exchange Agent as directed by Parent or the Surviving Corporation. Earnings on the Exchange Fund shall be the sole and exclusive property of Parent and the Surviving Corporation and shall be paid to Parent or the Surviving Corporation, as Parent directs. Notwithstanding anything otherwise provided herein, no investment of the Exchange Fund shall relieve Parent, the Surviving Corporation or the Exchange Agent from making the payments required by this Article 2, and following any net losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the applicable holders of Company Stock immediately prior to the Effective Time in the amount of such net losses, which additional funds shall be deemed to be part of the Exchange Fund. No investment of the Exchange Fund shall have maturities that could prevent or delay payments to be made pursuant to Section 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demandthis Agreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “"Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit deposit, or cause the Surviving Corporation or another Affiliate of Parent to deposit, with the Exchange Agent Agent, for the benefit of the holders of the Certificates and the Uncertificated Shares, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”pursuant to Section 2.02(a). Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange AgentAgent and which shall be in customary form and contain customary provisions) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly 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, the Merger Consideration in respect of the Company Stock represented by a Certificate or Uncertificated Share. 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 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 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 either (i) pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or (ii) establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation for transfer, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration deposited with the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, the Surviving Corporation or another Affiliate of Parent, upon demand, and any such holder of shares of Company Stock who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger ConsiderationConsideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, neither Parent nor any Affiliate of Parent (including the Surviving Corporation) shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent (or the Surviving Corporation or another Affiliate of Parent to whom the unclaimed Merger Consideration is returned pursuant to this Section 2.03(e)) free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion Prior to the Effective Time, the Company shall take all steps reasonably necessary to cause the transactions contemplated hereby and any other dispositions of equity securities of the Merger Consideration made available Company in connection with this Agreement by each individual who is a director or officer of the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand1934 Act.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of Promptly after the Effective Time, Parent shall deposit in cash with the Exchange Agent the aggregate Merger Consideration to be paid in respect of all of the Certificates and the Uncertificated Shares representing shares of Company Stock entitled to payment pursuant to Section 2.02(a) (collectively, the “Payment FundAggregate Merger Consideration”). For the avoidance of doubt, such amounts on deposit with the Exchange Agent shall not be used for any purpose other than to fund payments due pursuant to Section 2.02(a). The Aggregate Merger Consideration deposited with the Exchange Agent shall, pending its disbursement to such holders, be invested by the Exchange Agent as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s respectively, or in money market funds having a rating in the highest investment granted by a recognized credit rating agency at the time of the investment. Any net profit resulting from, or interest or income produced by, such amounts on deposit with the Exchange Agent will be payable to Parent or as Parent otherwise directs. Promptly 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 a letter of transmittal and instructions (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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agenttransmittal, 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, the Merger Consideration payable for each share of Company Stock represented by a Certificate or Uncertificated Share. 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 the 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 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six (6) months one year after the Effective Time shall be returned to Parent, upon demandthe Surviving Corporation, and any such holder who has not exchanged such shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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) Authority shall become, to the extent permitted by Applicable Law, the property of Parent the Surviving Corporation 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 2.05 in respect of any 2.03(a) to pay for Dissenting Shares for which appraisal rights have been perfected shall be returned to Parentthe Surviving Corporation, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). The Exchange Agent agreement pursuant to which Parent shall appoint the Exchange Agent shall be in form and substance reasonably acceptable to the Company and Parent. As of promptly as practicable after the Effective Time, Parent shall deposit with make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly As promptly as practicable after the Effective TimeTime (but no later than two Business Days thereafter), 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 a letter of transmittal and instructions (which shall be in a form reasonably acceptable to the Company 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 Uncertificated Shares to the Exchange Agent) for use in such exchange. (b) 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 Company Common Stock represented by a Certificate or Uncertificated Sharereceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may in customary form reasonably be requested by the Exchange Agentacceptable to Parent, 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, the Merger Consideration payable for each share of Company Common Stock represented by a Certificate or for each Uncertificated Share. 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 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 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 Taxes 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 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 shares of Company Common Stock formerly represented by such Certificate or Uncertificated Shares and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving CorporationStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article ‎‎Article 2. (e) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to ‎‎Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock six twelve (612) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 ‎‎Section 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder Consideration in respect of such shares of Company Common Stock for without any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock 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 Parent free and clear of any claims or interest of any Person previously entitled theretothereon. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 in respect of any Dissenting Shares shall be returned to Parent, upon demand.