Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration in exchange for such shares of Company Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to a Person other than the registered holder of the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to a Person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock for (the Merger Consideration"Certificates"). Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockCertificates. Promptly after the Effective Time, the Surviving Corporation will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration shall be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for respect of the Company Stock represented by that Certificate. The shares of Parent 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 shares of Company Common StockStock or is otherwise required under applicable law. Until so surrenderedsurrendered or transferred, as the case may be, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates so surrendered (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and that (ii) the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates 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 Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Stock six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Stock for the Merger Consideration in accordance with this AgreementSection 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, "Person" means an individualand 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 Stock for any amounts paid to a corporationpublic official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Stock one 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 law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the holder of any Certificates until such Certificates are surrendered as provided in this Section. Following such surrender, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, at the time of such surrender, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06 and the amount of all dividends or other distributions with a limited liability company, a partnership, an association, a trust record date after the Effective Time previously paid or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayable on the date of such surrender with respect to such securities.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an a bank or trust company as agent reasonably acceptable to the Company (the "“Exchange Agent"”) for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the “Certificates”) for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock record at the Effective Time of Company Shares the following documents: (i) a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) and (ii) instructions for use in effecting the surrender of the Certificate in exchange for payment with respect thereto. (ba) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration payable in exchange for respect of the Company Shares represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. In the event that a holder has lost or misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if the Parent so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Parent's transfer agent and the Exchange Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of transfer of ownership of Company Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration may be made to a transferee if the Certificate representing Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. No interest shall accrue or be paid to any beneficial owner of Company Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate. If there are any certificates or scrip or Company Shares representing fractional shares of Company Shares, the holder of any such fractional share interest shall be entitled to receive his or her pro rata share of the Merger Consideration as corresponds to his or her fractional share interest. (cb) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery registration that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery registration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Company Shares. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or the Parent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (d) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of Company Shares one (1) year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such holder’s Company Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder’s Company Shares. Notwithstanding the foregoing, Parent, the Exchange Agent and the Surviving Corporation shall not be liable to any holder of Company Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) 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 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 Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Common 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 Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of Parent Common Stock, "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 thereofall Parent Common Stock to be issued pursuant to the Merger shall be entitled to 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 agent a bank, trust company or nationally recognized stockholder services provider or such other Person reasonably acceptable to the Company as the exchange agent (the "“Exchange Agent"”) for the purpose of exchanging certificates Certificates and Book-Entry Shares representing shares of Company Common Stock for the Merger ConsiderationStock. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent). Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate Certificate or certificates representing such shares of Company Common StockBook-Entry Share, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for such (i) one or more shares of Company Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested or required by applicable law) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.4 and (ii) a check in the amount equal to any cash payable in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.2 and in respect of any dividends and other distributions which such holder has the right to receive pursuant to Section 2.1(f). No interest shall be paid or accrued on any Merger Consideration, cash payable in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. Until so surrendered, each such certificate Certificate or Book-Entry Share shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery the registration thereof that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes similar Taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.that

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an The Bank of New York or such other exchange agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Certificates for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting 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 a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery the registration of the Merger Consideration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective TimePromptly following execution of this Agreement, Parent shall appoint an a national bank or trust company (or a subsidiary thereof) to act as exchange agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock Shares submitted for payment pursuant to the Merger ConsiderationOffer or the Merger. Parent shall make available, or cause Merger Co. Sub or the Surviving Corporation to make available available, to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after the Effective Time, Parent, Merger Sub or the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (ba) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled promptly upon such surrender to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (cb) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to a Person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.taxes

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal for use in such exchange and related 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stockif applicable, will be entitled to receive the Merger Consideration in exchange payable for each share of Common Stock represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration, without interest thereon. (c) If any portion of the Merger Consideration is to be delivered paid to a Person person other than the registered holder of person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Common Stock. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Common Stock six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such shares of Common Stock. Notwithstanding the foregoing, "Person" means Parent shall not be liable to any holder of shares of Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an individualaffidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a corporationbond, a limited liability companyin such reasonable amount as the Surviving Corporation may direct, a partnershipas indemnity against any claim that may be made against it with respect to such Certificate, an associationthe Exchange Agent will issue, a trust in exchange for such lost, stolen or any other entity or organizationdestroyed Certificate, including a government or political subdivision or any agency or instrumentality thereofthe Merger Consideration to be paid in respect of the shares of Common Stock represented by such Certificate, as contemplated by this Article.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock (the "Certificates") for the Merger Consideration. As of the Effective Time, Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for respect of the Company Stock represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person person (as defined in Section 10.14) other than the registered holder of person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of shares of Company Stock six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Stock for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such shares of Company Stock. Notwithstanding the foregoing, "Person" means an individualParent shall not be liable to any holder of shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of shares of Company Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto. (f) No dividends, interest or other distributions with respect to securities of Parent constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Upon such surrender, there shall be paid, without interest, to the person in whose name the securities of Parent have been registered, all dividends, interest and other distributions payable in respect of such securities on a corporationdate subsequent to, and in respect of a limited liability companyrecord date after, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthe Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an ChaseMellon Shareholder Services, L.L.C. or such other exchange agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock ("Certificates") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting 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 a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery the registration thereof that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "Certificates") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for respect of the Shares represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the 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 six months after the Effective Time shall be returned to Surviving Corporation, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares two 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 Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to Parent Stock constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.07, shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Following such surrender, 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, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 3.07 and the amount of all dividends or other distributions with a corporationrecord 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 limited liability company, record date after the Effective Time and prior to surrender and with a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to surrender payable with respect to such securities.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent who shall be reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Promptly, when and as needed, Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, Agent the Merger Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares, less any required withholding taxes. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes of this AgreementIf, "Person" means an individualafter the Effective Time, 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.certificates representing Shares are presented to the Surviving

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an 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 for (the Merger Consideration“Certificates”) or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), as applicable. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockCertificates and the Uncertificated Shares. Promptly after the Effective Time, the Surviving Corporation will Parent shall send, or will 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 for use in such exchange 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 representing shares Certificates or transfer of Company Common Stock 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 a the right to receive the Merger ConsiderationConsideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, 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 Company Common Stock represented by a Certificate or Uncertificated Share. The shares of Parent Common Stock constituting part of the Merger Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate or certificates representing such is requested by a holder of shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration in exchange for such shares of Company Common StockStock or is otherwise required under applicable law. Until so surrenderedsurrendered or transferred, as the case may be, each such certificate shall, Certificate or Uncertificated Share shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such the Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by surrendered Certificate or the certificate or certificates surrendered in exchange therefortransferred Uncertificated Share is registered, it shall be a condition to such delivery payment that the certificate or certificates so surrendered (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 that (ii) the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock 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. For purposes . (d) All shares of Parent Common Stock issued and cash paid upon conversion of shares of Company Common Stock (together with the Company Rights attached thereto) in accordance with the terms of this AgreementArticle 3 (including any cash paid pursuant to Section 3.04(g) or Section 3.05) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Company Common Stock (and Company Rights). (e) After the Effective Time, "Person" means an individualthere shall be no further registration of transfers of shares of Company Common 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 Section 3.04. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.04(a) that remains unclaimed by the holders of shares of Company Common Stock six 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 3.04 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 corporationpublic official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date, immediately prior to such time 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. (g) No dividends or other distributions with respect to Parent Common Stock constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.05, shall be paid to the 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 3.05 and the amount of all dividends or other distributions with a limited liability companyrecord 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 partnership, an association, record date after the Effective Time and prior to surrender or transfer and with a trust payment date subsequent to surrender or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereoftransfer payable with respect to such securities.

Surrender and Payment. (a) Prior to the Effective Timemailing of the Company Proxy Statement (as defined in Section 3.09), Parent Merger Sub shall appoint an agent reasonably acceptable to the Company (the "“Exchange Agent"”) for the purpose of exchanging certificates representing shares of Company Shares for the Common Stock for the Merger Consideration. Parent shall cause Merger Co. to Sub will make available to the Exchange Agent, as soon as reasonably practicable as of or after at the Effective TimeClosing Date, the Merger Common Stock Consideration to be delivered paid in respect of the shares Shares. For purposes of Company determining the Common StockStock Consideration to be made available, Merger Sub shall assume that no holder of Shares will exercise dissenters’ rights. Promptly after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Common Stock Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Common Stock Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Common Stock Consideration. No interest will be paid or will accrue on the Common Stock Consideration. (c) If any portion of the Merger Common Stock Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "“Person" ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or At and after the Effective TimeTime as required, Parent will deposit with the Exchange Agent the Merger Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange (which which, among other things, shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger ConsiderationShares, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, Shares together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. The shares of Parent Stock constituting the Merger Consideration shall be deemed to have been issued at the Effective Time. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate certificat e or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payableapplicable. 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.

Surrender and Payment. (a) Prior Not less than ten (10) Business Days prior to the Effective Time, Parent shall appoint an a paying agent reasonably acceptable satisfactory to the Company (the "Exchange Paying Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Certificates for the Merger Consideration. Parent shall cause Merger Co. to make available to On the Exchange Agent, same Business Day as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration Parent shall deposit, or cause to be delivered in respect deposited, with the Paying Agent by wire transfer of immediately available funds, cash sufficient to make the shares of Company Common Stockcash payments pursuant to Section 2.2(a)(i). Promptly after On the Business Day immediately following the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Paying Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Paying Agent), which letter shall be in such form as the Company and Parent may reasonably agree to use in effecting delivery of shares of Company Common Stock to the Exchange Paying Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, Consideration as provided in this Article II will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate only upon surrender to the Paying Agent of such Certificate, together with a properly completed and duly executed letter of transmittal. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on the Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the payment of such delivery Merger Consideration that (i) the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that (ii) the Person requesting such delivery shall payment of the Merger Consideration shall (A) pay to the Exchange Paying Agent any transfer or other taxes Taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or (B) establish to the reasonable satisfaction of the Exchange Agent Parent that such tax Tax either has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. For purposes If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures and subject to the limitations set forth, in this Article II. (e) Parent shall cause the Paying Agent to invest any portion of the Merger Consideration deposited with the Paying Agent in a money market fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States Government and repurchase agreements in respect of such obligations. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Parent. Any losses resulting from such investment shall not in any way diminish Parent's and Merger Subsidiary's obligation to pay the full amount of the Merger Consideration. (f) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of shares of Company Common Stock one (1) year after the Effective Time shall be returned to Parent and any such holder who has not exchanged such holder's shares of Company Common Stock for the Merger Consideration in accordance with this AgreementSection 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder's shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualnone of Parent, the Surviving Corporation, the Company, the Paying Agent or their respective Representatives shall be liable to any Person for any Merger Consideration delivered to a corporationpublic official pursuant to applicable abandoned property, a limited liability companyescheat or similar Laws. If any Certificate shall not have been surrendered immediately prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, a partnershipany such Merger Consideration shall, an associationto the extent permitted by applicable Law, a trust become the property of the Surviving Corporation, free and clear of all claims or interests of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an agent reasonably acceptable to the Company a depositary (the "Exchange AgentDepositary") for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent Depositary shall cause Merger Co. at all times be a commercial bank having a combined capital and surplus of at least $100,000,000. Buyer will pay to make available Depositary, immediately prior to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be delivered paid in respect of the shares Shares. For purposes of Company Common Stockdetermining the Merger Consideration to be so paid, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, the Surviving Corporation Buyer will send, or will cause the Exchange Agent Depositary to send, but in no event later than three business days after the Effective Time, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange AgentDepositary). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent Depositary of a certificate or certificates properly representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person (as hereinafter defined) other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent Depositary any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a joint venture, a limited liability company, a partnership, an association, an unincorporated organization, a group, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, --------------------- Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of -------------- exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration in exchange for such shares of Company Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to a Person other than the registered holder of the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to a Person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an ------ individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger ConsiderationConsideration certificates representing Shares (the "CERTIFICATES"). Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockCertificates. Promptly after the Effective Time, the Surviving Corporation will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Preferred Stock or Common Stock Shares that have been converted into a the right to receive the applicable Merger ConsiderationConsideration shall be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the applicable Merger Consideration in exchange payable for each such shares of Company Common Stockshare represented by a Certificate, subject to Section 3.09. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such the relevant Merger Consideration. (c) If any portion of the applicable Merger Consideration is to be delivered paid to a Person (as defined below) other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates so surrendered (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that (ii) the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes Taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Preferred Stock or Common Shares. For purposes If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the applicable Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 3. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.02(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Preferred Stock or Common Shares six months after the Effective Time shall be returned to Surviving Corporation, upon demand, and any such holder who has not exchanged such shares for the applicable Merger Consideration in accordance with this AgreementArticle 3 prior to that time shall thereafter look only to Surviving Corporation for payment of the Merger Consideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualneither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Preferred Stock or Common Shares two 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, a limited liability companyto the extent permitted by applicable law, a partnershipthe property of 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 3.02(a) to pay for shares of Company Preferred Stock or Common Shares for which appraisal rights have been perfected shall be returned to Surviving Corporation, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective Timemailing of the Company Proxy Statement (as defined in Section 3.09), Parent Merger Sub shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Shares for the Common Stock for the Merger Consideration. Parent shall cause Merger Co. to Sub will make available to the Exchange Agent, as soon as reasonably practicable as of or after at the Effective TimeClosing Date, the Merger Common Stock Consideration to be delivered paid in respect of the shares Shares. For purposes of Company determining the Common StockStock Consideration to be made available, Merger Sub shall assume that no holder of Shares will exercise dissenters' rights. Promptly after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Common Stock Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Common Stock Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Common Stock Consideration. No interest will be paid or will accrue on the Common Stock Consideration. (c) If any portion of the Merger Common Stock Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "Certificates") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange payable for each Share represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the 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 twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualthe Surviving Corporation shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of Shares two 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, a limited liability companyto the extent permitted by applicable law, a partnershipthe property of Parent and 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 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective TimeElection Date, Parent shall appoint an agent reasonably acceptable to the Company shall authorize an exchange agent satisfactory to Buyers to act as Exchange Agent hereunder (the "Exchange Agent") for the purpose of receiving Forms of Election and exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent Assuming the receipt of funds held by the Merger Sub as set forth in Section 4.10, the Company shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after Agent prior to the Effective Time, Time the aggregate Merger Consideration to be paid in respect of the Electing Cash Shares. For purposes of determining the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Timemade available, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each Company shall assume that no holder of shares Common Shares will perfect its right to appraisal of Company its Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock to the Exchange Agent)Shares. (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together Consideration in accordance with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will Section 2.3 shall be entitled promptly following the Effective Time to receive the Merger Consideration payable in exchange for respect of such shares of Company Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger ConsiderationShares. (c) The Company shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Common Shares such amounts as the Company 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 the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares in respect of which such deduction and withholding was made by the Company. (d) In the event of a transfer of ownership of a Common Share that is not registered in the transfer records of the Company, a certificate representing the proper number of Common Shares may be issued or paid to such a transferee if the certificate formerly representing such Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid. If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of Buyers, the Company or Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to At or before the Effective Time, Parent the Company shall appoint an First Union National Bank, as agent reasonably acceptable to the Company (the "Exchange Agent") ), for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent At or immediately prior to the Effective Time, Holding shall cause Merger Co. make a capital contribution to the Company in an amount that, together with funds available to the Company, is sufficient to permit the Company to make the aggregate Merger Consideration available to the Exchange Agent, as soon as reasonably practicable as of or after Agent in accordance herewith. At the Effective Time, the Company shall make the aggregate Merger Consideration available to the Exchange Agent for all applicable outstanding Shares to be delivered converted in respect of the shares of Company Common Stockaccordance with Section 1.3(a) hereof. Promptly after At or promptly following the Effective Time, the Company or Surviving Corporation will send, send or will cause the Exchange Agent to send, send to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange (which exchange. This letter of transmittal shall specify that the delivery shall be effected, effected and risk of loss and title shall pass, pass only upon proper delivery of the certificates representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive Merger Consideration will be entitled to receive the Merger Consideration, Consideration payable for such holder's Shares upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares Shares. After the Effective Time and until surrendered with the letter of Company Common Stock, will be entitled to receive the Merger Consideration in exchange for such shares of Company Common Stock. Until so surrenderedtransmittal, each such certificate shall, after the Effective Time, shall only represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates certificate(s) surrendered in exchange thereforexchange, it shall will be a condition to such delivery payment that the certificate or certificates so certificate(s) surrendered shall be properly endorsed or otherwise be in proper form for transfer and that transfer. Additionally, the Person requesting such delivery shall payment must pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, no further transfers of Shares will be registered. For purposes After the Effective Time, if certificates representing Shares are presented to the Surviving Corporation, they will be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article I. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.4(a) that remains unclaimed by the holders of Shares six (6) months after the Effective Time shall be returned within one week after the end of the six (6) month period, without further action or request, to the Surviving Corporation, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such Shares. However, "Person" means neither Buyer nor the Surviving Corporation shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property Laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or an individualearlier date immediately prior to such time as the amounts would otherwise escheat to or become property of any governmental entity) shall, a corporationto the extent permitted by applicable Law, a limited liability company, a partnership, an association, a trust become the property of the Surviving Corporation free and clear of any claims or interest of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled to them. Nothing in this section limits the obligations of the Buyer under Section 1.4(a).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as As soon as reasonably practicable as of or after the Effective Time, MergerSub shall deposit with the Exchange Agent, for the 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 delivered in respect made available, MergerSub shall assume that no holder of the shares Shares will perfect his right to appraisal of Company Common Stockhis Shares. Promptly after the Effective Time, the Surviving Corporation MergerSub will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PersonPERSON" 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an agent a national bank or trust company (or a subsidiary thereof) reasonably acceptable to the Company to act as exchange agent (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent shall cause Merger Co. to Buyer will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares Shares. For purposes of Company Common Stockdetermining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, the Surviving Corporation Buyer will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled promptly upon such surrender to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PersonPERSON" 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an The Bank of New York or such other exchange agent reasonably acceptable to the Company Honeywell (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Honeywell Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Honeywell Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as Honeywell and Parent may reasonably agree, for use in effecting delivery of shares of Company Honeywell Common Stock to the Exchange Agent). (b) Each holder of shares of Company Honeywell Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Honeywell Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery the registration of the Merger Consideration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent Newco shall appoint an designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus, and undivided profits of at least $100,000,000 to act as agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. At or prior to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, Transworld shall deposit in trust with the Exchange Agent the funds necessary to pay the Merger Consideration to be delivered in respect of the for shares of Company Common StockStock converted by reason of the Merger. Promptly after the Effective Time, the Surviving Corporation will send, or will shall cause the Exchange Agent to send, send to each holder of record of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form for use in such exchange (which shall specify that the delivery of certificates shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing shares of Company Common Stock to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common Stockshares. Until so surrenderedAfter the Effective Time, each such certificate shall, after the Effective Timeuntil so surrendered, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person person other than the registered holder of the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock outstanding prior to the Effective Time. For purposes If, after the Effective Time, certificates representing shares of Company Common Stock outstanding prior to the Effective Time are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Agreement. (e) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to the Surviving Corporation upon demand, "Person" means an individualand any such holder who has not exchanged his shares of Company Common Stock for the Merger Consideration in accordance with this Section 1.7 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of his shares of Company Common Stock, but shall have those rights against the Surviving Corporation as may be accorded to general creditors under applicable law. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of shares of Company Common Stock for any amount paid to a corporationpublic official pursuant to applicable abandoned property laws. Any portion of the funds remaining unclaimed by holders of shares of Company Common Stock as of a date which is immediately prior to such time as such portion would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (f) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7 (a) to pay for Dissenting Shares shall be returned to the Surviving Corporation upon demand. (g) The funds deposited with the Exchange Agent shall be invested by the Exchange Agent as directed by the Surviving Corporation 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 principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a limited liability companycommercial bank having combined capital, surplus, and undivided profits aggregating at least $500,000,000, or a partnershipfund, an associationsubstantially all of the assets of which are invested in the foregoing types of investments, a trust or and any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofnet earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration in exchange for such shares of Company Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to a Person other than the registered holder of the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to a Person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PersonPERSON" 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.

Surrender and Payment. (a) Prior to the Effective Timerecord date for the Company Stockholder Meeting, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") reasonably acceptable to the Company for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "Certificates") for the Merger Consideration. Parent shall cause Merger Co. to make available to Consideration and for purposes of receiving Election Forms and determining, in accordance with Sections 2.02, 2.03 and 2.04 the Exchange Agent, as soon as reasonably practicable as form of or after the Effective Time, the Merger Consideration to be delivered received by each holder of Shares. At the Effective Time, Parent will deposit with the Exchange Agent the Merger Consideration to be paid in respect of the shares Shares. For the purpose of Company Common Stock. Promptly after determining the Effective TimeMerger Consideration to be made available, the Surviving Corporation Parent shall assume that no holders of Shares will send, or will cause the Exchange Agent perfect rights to send, to each holder appraisal of shares of Company Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock to the Exchange Agent)their Shares. (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange payable for each Share represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged Shares for the Merger Consideration in accordance with this AgreementSection 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, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares three 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(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand. (g) No dividends or other distributions with respect to any Parent Stock constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the Parent Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Stock with a corporationrecord 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 Parent Stock with a limited liability company, record date after the Effective Time but with a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to such surrender.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") Upon surrender for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender cancellation to the Exchange Agent of a certificate or certificates formerly representing such shares of Company Common Stock, together with a the Letter of Transmittal, duly executed and properly completed letter of transmittal covering such shares of Company Common Stockin accordance with the instructions thereto, the holder thereof will be entitled to receive (i) a certified or bank cashier's check in the amount equal to the aggregate amount of Merger Consideration that takes the form of cash which such holder has the right to receive pursuant to the provisions of this Article I (including any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of Section 1.06(c) and any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.08) and (ii) certificates representing the aggregate number of shares of Parent Common Stock with respect to the Merger Consideration that takes the form of Parent Company Stock which such holder has the right to receive pursuant to the provisions of this Article I, less the amount of any required withholding taxes, if any, in exchange for such accordance with Section 1.09. After the Effective Time and until so surrendered, each certificate representing shares of Company Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, Stock will represent for all purposes, purposes only the right to receive such the Merger Consideration. (cb) If any portion of the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the surrendered certificate or certificates surrendered in exchange thereforare registered, it shall will be a condition to of such delivery that the surrendered certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes Taxes required as a result by reason of such the delivery of the Merger Consideration to a Person other than the registered holder of the surrendered certificate or certificates or such shares of Company Common Stock or Person shall establish to the satisfaction of the Exchange Agent that any such tax Tax has been paid or is not payableapplicable. (c) No dividends or other distributions declared or made with respect to Parent Common Stock on or after the Effective Time will be paid to the holder of any certificate that theretofore evidenced shares of Company Common Stock until such certificate is surrendered as provided in this Section 1.06. For purposes Upon such surrender, Parent will be pay to the holder of the certificates evidencing shares of Parent Common Stock issued in exchange therefor, without interest, the amount of dividends or other distributions with a record date after the Effective Time payable with respect to shares of Parent Common Stock. (d) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.05 that remains unclaimed by holders of shares of Company Common Stock two years after the Effective Time will be returned to Parent upon demand. Any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with 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 thereofArticle I prior to that time thereafter will look only to Parent for payment of the Merger Consideration in respect of such shares of Company Common Stock.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent a bank, trust company or nationally recognized stockholder services provider or such other Person reasonably acceptable to the Company as the exchange agent (the "“Exchange Agent"”) for the purpose of exchanging certificates Certificates and Book-Entry Shares representing shares of Company Common Stock for the Merger ConsiderationStock. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent). Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate Certificate or certificates representing such shares of Company Common StockBook-Entry Share, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive (A) one or more shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.4 and (B) a check in the amount equal to the cash portion of the Merger Consideration that such holder has the right to receive pursuant to Section 1.4 and this Article II, including cash payable in exchange for such lieu of fractional shares pursuant to Section 2.2 and dividends and other distributions pursuant to Section 2.1(f). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of Company Common Stockfractional shares or unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. Until so surrendered, each such certificate Certificate or Book-Entry Share shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery the registration thereof that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes similar Taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. Delivery of the aggregate Merger Consideration, as applicable, with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. For purposes of this Agreement, "“Person" ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Exchange Agent, the Surviving Corporation or the Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.1(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged his shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.1 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder’s shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property laws. Any Merger Consideration remaining unclaimed by holders of shares of Company Common Stock three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental body, agency, authority or entity) shall, 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) No dividends or other distributions with respect to shares of Parent Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until such Certificates or Book-Entry Shares are surrendered as provided in this Section 2.1. Following such surrender, there shall be paid, without interest, to the record holder of the shares of Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of Parent Common 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 shares of Parent Common 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 shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time. (g) The Exchange Agent shall invest the aggregate cash portion of the Merger Consideration delivered by Parent pursuant to Section 2.1(a) as directed by Parent; provided that no losses on such investments shall affect the cash payable to former holders of shares of Company Common Stock pursuant to this Article II. Any interest and other income resulting from such investments shall be paid promptly to Parent. Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 2.1 to pay for shares for which appraisal rights shall have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an will act as exchange agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "Certificates") for the Merger Consideration (less the Escrow Holdback) and the Liquidation Consideration. Immediately following the Closing, Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration (less the Escrow Holdback) and Liquidation Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after On the Effective TimeClosing Date or promptly thereafter, Shareholders will surrender the Surviving Corporation will send, or will cause Certificates to the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time for cancellation together with a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger Consideration less the Escrow Holdback (and the Liquidation Consideration, if applicable) will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration less the Escrow Holdback (and the Liquidation Consideration, if applicable) payable for each Share represented by such Certificate. All such funds shall be paid to the holders of Shares by wire transfer to accounts specified in exchange for their respective letters of transmittal or, upon the request of any such shares of Company Common Stockholder, by check. Until so surrendered, each such certificate shall, Certificate shall represent after less the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration the Escrow Holdback (and the Liquidation Consideration, if applicable). (c) If any portion of the Merger Consideration less the Escrow Holdback or Liquidation Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration less the Escrow Holdback (and the Liquidation Consideration, if applicable) provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust the Merger Consideration (less the Escrow Holdback) or Liquidation Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.income earned thereon) that remains unclaimed by the holders of Shares twenty

Surrender and Payment. (a) 2.7.1 Prior to the Effective Time, Parent Continental shall appoint an agent Exchange Agent reasonably acceptable satisfactory to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Considerationas provided in Section 2.6. 1. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after At the Effective Time, Newco will deposit with the Exchange Agent certificates representing the aggregate Merger Consideration to be delivered paid in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Newco will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock to the Exchange Agent). (b) 2.7.2 Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common ofCommon Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) 2.7.3 If any portion of the Merger Consideration is to be delivered paid to a Person person other than the registered holder of the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes Taxes required as a result of such delivery payment to a Person person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. 2.7.4 After the Effective Time, there shall be no further registration of transfers of Common Stock. For purposes If, after the Effective Time, certificates representing shares of Common Stock are presented to Newco, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth herein. 2.7.5 Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 2.7.1, and any portion of the Common Shares Trust that remains unclaimed by the holders of shares of Common Stock twelve months after the Effective Time shall be returned to Newco, upon demand, and any such holder who has not exchanged shares of Common Stock for the Merger Consideration in accordance herewith prior to that time shall thereafter look only to Newco for any claim for New Common, any cash in lieu of fractional shares of New Common and any dividends or distributions with respect to New Common. Notwithstanding the foregoing, neither Newco nor the Surviving Corporation shall be liable to any holder of shares of Common Stock for any amount paid to a public official pursuant to applicable abandoned property laws. 2.7.6 No dividends or other distributions with respect to the shares of New Common constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered certificates representing shares of Common Stock until such certificates are surrendered as provided herein. Upon such surrender, there shall be paid, without interest, to the person in whose name the certificates representing the shares of New Common into which such shares of Common Stock were converted are registered, all dividends and other distributions in respect of shares of New Common that are payable on a date subsequent to, and the record date for which occurs after, the Effective Time. 2.7.7 None of Parent, Newco, Surviving Corporation nor the Exchange Agent shall be liable to any person in respect of any cash, shares, dividends or distributions delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing Common Stock shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such certificate would otherwise escheat or become the property of any Governmental Entity), any such cash, shares, dividends or distributions payable in respect to such certificate shall, to the extent permitted by applicable law, become the property of Newco, free and clear of all claims or interests of any person previously entitled thereto. 2.7.8 In the event any certificate representing Common Stock, the holder of which is entitled to Merger Consideration hereunder, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, and, if required by Newco, the posting by such person of a bond in customary form and amount as indemnity against any claim that may be made, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof in accordance with the procedures set forth in 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 thereofSection 2.7.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an American Stock Transfer & Trust Co. or such other exchange agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Certificates for the Merger Consideration. At the Effective Time, Parent shall cause Merger Co. deposit with the Exchange Agent, for the benefit of the holders of the Certificates for exchange in accordance with this Article I, certificates representing shares of Parent Common Stock issuable pursuant to this Article I upon surrender of the Certificates. Parent shall make available to the Exchange Agent, Agent from time to time as soon as reasonably practicable as of or required after the Effective Time, the Merger Consideration Time cash necessary to be delivered pay dividends and other distributions in respect accordance with this Article I and to make payments in lieu of the any fractional shares of Company Parent Common StockStock in accordance with Section 1.6. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting 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 a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to promptly receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered issued to or registered in the name of a Person (as defined below) other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery issuance or registration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to issuance or registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an Bank One Corporation as agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "Certificates") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange payable for each Share represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the 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 six months after the Effective Time shall be returned to Parent, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection 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, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of Shares six 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, a limited liability companyto the extent permitted by applicable law, a partnershipthe 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 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior Not less than ten (10) Business Days prior to the Effective Time, Parent shall appoint an a paying agent reasonably acceptable satisfactory to the Company (the "Exchange “Paying Agent"”) for the purpose of exchanging certificates representing shares of Company Common Stock Certificates for the Merger Consideration. Parent shall cause Merger Co. to make available to On the Exchange Agent, same Business Day as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration Parent shall deposit, or cause to be delivered in respect deposited, with the Paying Agent by wire transfer of immediately available funds, cash sufficient to make the shares of Company Common Stockcash payments pursuant to Section 2.2(a)(i). Promptly after On the Business Day immediately following the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Paying Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Paying Agent), which letter shall be in such form as the Company and Parent may reasonably agree to use in effecting delivery of shares of Company Common Stock to the Exchange Paying Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, Consideration as provided in this Article II will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate only upon surrender to the Paying Agent of such Certificate, together with a properly completed and duly executed letter of transmittal. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on the Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the payment of such delivery Merger Consideration that (i) the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that (ii) the Person requesting such delivery payment of the Merger Consideration shall (A) pay to the Exchange Paying Agent any transfer or other taxes Taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or (B) establish to the reasonable satisfaction of the Exchange Agent Parent that such tax Tax either has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. For purposes If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures and subject to the limitations set forth, in this Article II. (e) Parent shall cause the Paying Agent to invest any portion of the Merger Consideration deposited with the Paying Agent in a money market fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States Government and repurchase agreements in respect of such obligations. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Parent. Any losses resulting from such investment shall not in any way diminish Parent’s and Merger Subsidiary’s obligation to pay the full amount of the Merger Consideration. (f) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of shares of Company Common Stock one (1) year after the Effective Time shall be returned to Parent and any such holder who has not exchanged such holder’s shares of Company Common Stock for the Merger Consideration in accordance with this AgreementSection 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder’s shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualnone of Parent, the Surviving Corporation, the Company, the Paying Agent or their respective Representatives shall be liable to any Person for any Merger Consideration delivered to a corporationpublic official pursuant to applicable abandoned property, a limited liability companyescheat or similar Laws. If any Certificate shall not have been surrendered immediately prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, a partnershipany such Merger Consideration shall, an associationto the extent permitted by applicable Law, a trust become the property of the Surviving Corporation, free and clear of all claims or interests of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an agent reasonably acceptable to the Company a depositary (the "Exchange AgentDepositary") for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent The Depositary shall cause Merger Co. to make available at all times be a commercial bank having a combined capital and surplus of at least $500,000,000. Buyer will pay to the Exchange Agent, as soon as reasonably practicable as of or after Depositary immediately prior to the Effective Time, the Merger Consideration to be delivered paid in respect of the shares Shares. For purposes of Company Common Stockdetermining the Merger Consideration to be so paid, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, the Surviving Corporation Buyer will send, or will cause the Exchange Agent Depositary to send, but in no event later than three business days after the Effective Time, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent)Depositary) and instructions for use in effecting the surrender of Shares in exchange for the Merger Consideration. (b) Each holder of shares of Company Common Stock Shares that have has been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent Depositary of a certificate or certificates properly representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares less any amounts required to be withheld under applicable federal, state, local or foreign income tax regulations. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent Depositary any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent Newco shall appoint an designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus, and undivided profits of at least $100,000,000 to act as agent reasonably acceptable to the Company (the "Exchange -------- Agent") for the purpose of exchanging certificates representing shares of ----- Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. At or prior to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, Transworld shall deposit in trust with the Exchange Agent the funds necessary to pay the Merger Consideration to be delivered in respect of the for shares of Company Common StockStock converted by reason of the Merger. Promptly after the Effective Time, the Surviving Corporation will send, or will shall cause the Exchange Agent to send, send to each holder of record of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form for use in such exchange (which shall specify that the delivery of certificates shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing shares of Company Common Stock to the Exchange Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common Stockshares. Until so surrenderedAfter the Effective Time, each such certificate shall, after the Effective Timeuntil so surrendered, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person person other than the registered holder of the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock outstanding prior to the Effective Time. For purposes If, after the Effective Time, certificates representing shares of Company Common Stock outstanding prior to the Effective Time are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Agreement. (e) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to the Surviving Corporation upon demand, "Person" means an individualand any such holder who has not exchanged his shares of Company Common Stock for the Merger Consideration in accordance with this Section 1.7 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of his shares of Company Common Stock, but shall have those rights against the Surviving Corporation as may be accorded to general creditors under applicable law. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of shares of Company Common Stock for any amount paid to a corporationpublic official pursuant to applicable abandoned property laws. Any portion of the funds remaining unclaimed by holders of shares of Company Common Stock as of a date which is immediately prior to such time as such portion would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (f) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7 (a) to pay for Dissenting Shares shall be returned to the Surviving Corporation upon demand. (g) The funds deposited with the Exchange Agent shall be invested by the Exchange Agent as directed by the Surviving Corporation 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 principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a limited liability companycommercial bank having combined capital, surplus, and undivided profits aggregating at least $500,000,000, or a partnershipfund, an associationsubstantially all of the assets of which are invested in the foregoing types of investments, a trust or and any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofnet earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an Bank One Corporation as agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "CERTIFICATES") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange payable for each Share represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the 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 six months after the Effective Time shall be returned to Parent, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection 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, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of Shares six 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, a limited liability companyto the extent permitted by applicable law, a partnershipthe 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 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent a reputable bank or trust company reasonably acceptable to the Company (it being understood that the "transfer agent for Parent Stock, which is currently EquiServe, is an acceptable Exchange Agent and Parent shall promptly notify Company of any change in such transfer agent) to act as exchange agent in the Merger (the “Exchange Agent"”) for the purpose of exchanging certificates representing shares of Company Common Stock (the “Certificates”) for the Merger Consideration. Parent shall cause Merger Co. Prior to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, Parent will deposit with the Exchange Agent the Merger Consideration to be delivered paid in respect of the shares of Company Common StockStock and any dividends or distributions to which holder of Company Stock may be entitled pursuant to Section 2.03(f). Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time (i) a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange and (ii) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. (b) Each holder of shares of Company Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed and validly executed letter of transmittal covering such shares of Company Common Stockin accordance with the instructions thereto, will be entitled to receive the Merger Consideration in exchange for such shares respect of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate shall, Certificate shall represent from and after the Effective Time, represent Time for all corporate purposes, only subject to Section 2.03(f) as to the payment of dividends or other distributions, the ownership of the number of full shares of Parent Stock into which such shares of Company Stock shall have been so converted and the right to receive such Merger ConsiderationConsideration and any dividends or distributions payable pursuant to Section 2.03(f). (c) If any portion of the Merger Consideration is to be delivered issued to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery issuance that the certificate or certificates Certificate so surrendered shall be properly endorsed and guaranteed or otherwise be in proper form for transfer and that the Person requesting such delivery issuance shall pay to the Exchange Agent any transfer or other taxes Taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Stock six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, "Person" means an individualand 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 Stock for any amounts paid to a corporationpublic official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Stock 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) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration with a limited liability companyrecord date after the Effective Time, and no cash payment in lieu of fractional shares as provided in Section 2.09, shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Following such surrender, 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, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.09 and the amount of all dividends or other distributions with a partnershiprecord date after the Effective Time previously paid or payable on the date of such surrender with respect to such securities, an associationand (ii) at the appropriate payment date, the amount of dividends or other distributions with a trust or any other entity or organization, including record date after the Effective Time and prior to surrender and with a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to surrender payable with respect to such securities.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as As soon as reasonably practicable as of or after the Effective Time, MergerSub shall deposit with the Exchange Agent, for the 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 delivered in respect made available, MergerSub shall assume that no holder of the shares Shares will perfect his right to appraisal of Company Common Stockhis Shares. Promptly after the Effective Time, the Surviving Corporation MergerSub will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an will act as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) for the purpose of exchanging certificates representing the shares of Company Common Stock (the “Certificates”) for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be delivered payable in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal for use in evidenced by each 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 representing shares of Company Common Stock to the Exchange Agent)certificate. (b) Annex II to this agreement is a payment schedule setting forth (i) the name and address of each Shareholder entitled to distribution of the Merger Consideration pursuant to Section 2.02 (ii) the amount and form of consideration to which each such Shareholder is entitled upon compliance with Section 2.05(c) or Section 2.05(d), and (iii) the wire transfer account information for each Shareholder, together with any supporting schedules and documentation (showing the number of shares held immediately prior to such time by each such Person, together with calculations of each such Person’s percentage ownership of the Company Stock and the amount then payable to such Person). The Shareholders’ Representative shall be responsible for instructing the Exchange Agent as to the distribution of such amounts. Parent (including Parent acting as Exchange Agent) may rely on the instructions of the Shareholders’ Representative for distributions and shall have no responsibility or liability with respect thereto; provided that the distribution instructions of the Shareholders’ Representative are followed. (c) Each holder of shares of outstanding Company Common Stock that have has been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Merger Consideration in exchange payable for such shares each share of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate shall, from and after the Effective Time, Time each such Certificate shall represent for all purposes, purposes only the right to receive such Merger Consideration. (cd) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates so surrendered (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that (ii) the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates 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. (f) Parent shall not be liable to any Company Shareholder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the holder of any Certificates not surrendered until such Certificates are surrendered as provided in this AgreementSection. Following such surrender, "Person" means an individualthere 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, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06 and the amount of all dividends or other distributions with a corporationrecord 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 limited liability company, record date after the Effective Time and prior to surrender and with a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to surrender payable with respect to such securities.

Surrender and Payment. (a) Prior to On and after the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to Sierra Acquisition will make available to the Exchange Agent, as soon as reasonably practicable as needed to permit prompt payment of or after the Effective TimeMerger Consideration in accordance with this Agreement, the Merger Consideration to be delivered in respect of the shares of exchanged for Company Common StockShares in accordance with Section 1.02 (b). Promptly after the Effective Time, the Surviving Corporation Sierra Acquisition will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive in exchange for each Company Common Share the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled immediately upon such surrender to receive the Merger Consideration payable in exchange for respect of such shares Company Common Shares; provided that the Exchange Agent will withhold from payment all amounts required to be withheld by applicable law, including, without limitation, under the provisions of Code section 1445, unless the holder of Company Common StockShares makes applicable affidavits or certifications reasonably satisfactory to the Exchange Agent (based on instructions from Sierra Acquisition) that the Merger Consideration is not subject to withholding. Until so surrendered, each such certificate representing Company Common Shares that have been converted into the right to receive in exchange for each Company Common Share the Merger Consideration shall, after the Effective Time, represent for all purposes, only the right to receive such the Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent (based on instructions from Sierra Acquisition) that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Company Common Shares other than any such registration into the names of Sierra Acquisition or Holdings, and other than registration of any subsequent transfers by Sierra Acquisition or Holdings. For purposes of this AgreementIf, "Person" means an individualafter the Effective Time, a corporation, a limited liability company, a partnership, an association, a trust certificates representing Company Common Shares are presented to the Surviving Corporation (by any Person other than by Sierra Acquisition or Holdings or any subsequent transferee from Sierra Acquisition or Holdings), they shall be exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1 and the relevant certificates formerly representing Company Common Shares shall be delivered to Sierra Acquisition as provided in Section1.02(b). (e) Any Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Company Common Shares one year after the Effective Time shall be returned to Sierra Acquisition, upon demand, and any such holders who have not exchanged their Company Common Shares for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Sierra Acquisition for payment of the Merger Consideration in respect of their Company Common Shares, subject to applicable abandoned property, escheat and other similar laws. Notwithstanding the foregoing, Sierra Acquisition shall not be liable to any former holder of Company Common Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or other similar laws. Any Merger Consideration remaining unclaimed by holders of Company Common Shares one day prior to such time as such amounts would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of Sierra Acquisition free and clear of any claims or organization, including a government or political subdivision or interest of any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to At or before the Effective Time, Parent the Company shall appoint an First Union National Bank, as agent reasonably acceptable to the Company (the "Exchange Agent") ), for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent At or immediately prior to the Effective Time, Davis shall cause Merger Co. make a capital xxxxribution to the Company in an amount that, together with funds available to the Company, is sufficient to permit the Company to make the aggregate Merger Consideration available to the Exchange Agent, as soon as reasonably practicable as of or after Agent in accordance herewith. At the Effective Time, the Company shall make the aggregate Merger Consideration available to the Exchange Agent for all applicable outstanding Shares to be delivered converted in respect of the shares of Company Common Stockaccordance with Section 1.3(a) hereof. Promptly after At or promptly following the Effective Time, the Company or Surviving Corporation will send, send or will cause the Exchange Agent to send, send to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange (which exchange. This letter of transmittal shall specify that the delivery shall be effected, effected and risk of loss and title shall pass, pass only upon proper delivery of the certificates representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive Merger Consideration will be entitled to receive the Merger Consideration, Consideration payable for such holders Shares upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares Shares. After the Effective Time and until surrendered with the letter of Company Common Stock, will be entitled to receive the Merger Consideration in exchange for such shares of Company Common Stock. Until so surrenderedtransmittal, each such certificate shall, after the Effective Time, shall only represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates certificate(s) surrendered in exchange thereforexchange, it shall will be a condition to such delivery payment that the certificate or certificates so certificate(s) surrendered shall be properly endorsed or otherwise be in proper form for transfer and that transfer. Additionally, the Person requesting such delivery shall payment must pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, no further transfers of Shares will be registered. For purposes After the Effective Time, if certificates representing Shares are presented to the Surviving Corporation, they will be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article I. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.4(a) that remains unclaimed by the holders of Shares six (6) months after the Effective Time shall be returned within one week after the end of the six (6) month period, without further action or request, to the Surviving Corporation, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such Shares. However, "Person" means neither Buyer nor the Surviving Corporation shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property Laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or an individualearlier date immediately prior to such time as the amounts would otherwise escheat to or become property of any governmental entity) shall, a corporationto the extent permitted by applicable Law, a limited liability company, a partnership, an association, a trust become the property of the Surviving Corporation free and clear of any claims or interest of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled to them. Nothing in this section limits the obligations of the Buyer under Section 1.4(a).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. At or prior to the Effective Time, Parent shall will make available, or cause Merger Co. to make available be made available, to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeaggregate Closing Merger Consideration (and if Section 2.02(d) is applicable, the aggregate Additional Merger Consideration Consideration, if any) to be delivered paid in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive promptly following the Effective Time, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Closing Merger Consideration (and if Section 2.02(d) is applicable, the Additional Merger Consideration, if any) in exchange for respect of the Common Stock represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such the Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes Additional Merger Consideration shall only be paid to those Persons who receive the Closing Merger Consideration. (d) After the Effective Time, there shall be no further registration of transfers of shares of Common Stock. If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) that remains unclaimed by the holders of shares of Common Stock six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged such shares for the Merger Consideration in accordance with this Article prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation shall be liable to any holder of shares of 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 Common Stock three 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 the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto, other than any such claim or interest which any Person would otherwise have thereto under applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority, provided such Person establishes such claim or interest as if such claim or interest were to be established pursuant to applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) to pay for shares of Common Stock for which appraisal rights have been perfected pursuant to Section 2.05 hereto shall be returned to Surviving Corporation, upon demand. (g) Parent shall enter into an exchange agent agreement with the Exchange Agent which shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms 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 thereofAgreement and otherwise reasonably satisfactory to Parent and the Company.

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 certificates representing shares of Company Common Stock Certificates for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting 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 a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. (c) If any portion of the Merger Consideration is to be delivered paid to a any Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery the payment of the Merger Consideration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

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 certificates representing shares of Company Common Stock Certificates for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting 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 a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. (c) If any portion of the Merger Consideration is to be delivered paid to a any Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery the payment of the Merger Consideration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to a Person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.any

Surrender and Payment. (a) Prior to the Effective Time, Parent AMD shall --------------------- appoint an agent reasonably acceptable satisfactory to the Company NexGen (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company NexGen Common Stock for the Merger Considerationas provided in Section 1.5. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after At the Effective Time, AMD will deposit with the Merger Consideration Exchange Agent certificates representing the aggregate number of shares of AMD Common Stock to be delivered issued in respect of the shares of Company NexGen Common Stock. Promptly after the Effective Time, the Surviving Corporation AMD will send, or will cause the Exchange Agent to send, to each holder of shares of Company NexGen Common Stock at the Effective Time a letter of transmittal 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 representing shares of Company NexGen Common Stock to the Exchange Agent). (b) Each holder of shares of Company NexGen Common Stock that have been converted into a right to receive the Merger Consideration, shares of AMD Common Stock upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company NexGen Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stockshares, will be entitled to receive the Merger Consideration in exchange for such shares of Company AMD Common StockStock issuable in respect of such shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Considerationshares of AMD Common Stock. (c) If any portion shares of the Merger Consideration is AMD Common Stock are to be delivered paid to a Person person other than the registered holder of the shares of Company NexGen Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person person other than the registered holder of such shares of Company NexGen Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of NexGen Common Stock. For purposes If, after the Effective Time, certificates representing shares of NexGen Common Stock are presented to NexGen or AMD, they shall be canceled and exchanged for shares of AMD Common Stock in accordance with the procedures set forth herein. (e) Any shares of AMD Common Stock deposited with the Exchange Agent pursuant to Section 1.6(a) that remain unclaimed by the holders of shares of NexGen Common Stock twelve months after the Effective Time shall be returned to AMD upon demand, and any such holder who has not exchanged his shares of NexGen Common Stock for AMD in accordance with this AgreementSection 1.6 prior to that time shall thereafter look only to AMD for his claim for AMD Common Stock, "Person" means an individualany cash in lieu of fractional shares of AMD Common Stock and any dividends or distributions with respect to AMD Common Stock. Notwithstanding the foregoing, AMD shall not be liable to any holder of shares of AMD Common Stock for any amount paid to a corporationpublic official pursuant to applicable abandoned property laws. (f) No dividends or other distributions with respect to the AMD Common Stock to be issued in the Merger shall be paid to the holder of any unsurrendered certificates representing shares of NexGen Common Stock until such certificates are surrendered as provided in this Section 1.6. Upon such surrender, there shall be paid, without interest, to the holder of the AMD Common Stock into which such shares of NexGen Common Stock were converted, (1) all dividends and other distributions in respect of AMD Common Stock that are payable on a limited liability companydate subsequent to, and the record date for which occurs after, the Effective Time, and (2) all dividends or other distributions in respect of shares of NexGen Common Stock that are payable on a partnershipdate subsequent to, an associationand the record date for which occurs before, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthe Effective Time.

Surrender and Payment. (a) Prior to or at the Effective Time, Parent Buyer shall appoint an agent reasonably acceptable to deposit with the Company (the "Exchange Agent") , for the purpose benefit of exchanging certificates representing shares the holders of Company Common Stock Shares, for exchange in accordance with this Article 2, the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as For purposes of or after the Effective Time, determining the Merger Consideration to be delivered in respect made available, Buyer shall assume, subject to Section 2.04(d)(ii), that no holder of the shares Shares will perfect his right to appraisal of Company Common Stockhis Shares. Promptly after the Effective Time, the Surviving Corporation will send, use its reasonable best efforts to send or will cause the Exchange Agent to send, within 5 business days thereafter, to each 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 representing shares of Company Common Stock Certificates to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive and the Exchange Agent shall deliver, upon surrender to the Exchange Agent of a certificate Certificate or certificates Certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange respect of such Shares. The Merger Consideration shall not be used for such shares of Company Common Stockany other purpose. Until so surrendered, each such certificate Certificate shall, after the Effective Timetime, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Common Stock. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate Certificate or certificates Certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate Certificate or certificates Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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 Merger Consideration made available to the Exchange Agent pursuant to Section 2.05(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged his or her Shares for the Merger Consideration in accordance with this AgreementSection 2.05 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of his or her Shares. Notwithstanding the foregoing, "Person" means an individualneither the Surviving Corporation nor the Company shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time when such amounts would otherwise escheat to or become the property of any governmental authority) shall become, to the extent permitted by applicable law, 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(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Buyer, upon demand. (g) No dividends or other distributions with respect to Surviving Corporation Stock with a corporationrecord date after the Effective Time shall be paid to the holder of any unsurrendered Certificate for Shares with respect to the Surviving Corporation Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.10 until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable laws (including, without limitation, abandoned property, escheat or similar laws), following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing shares of Surviving Corporation Stock issued in exchange therefor, without interest, (i) the amount of any cash payable in lieu of a limited liability companyfractional Surviving Corporation Share to which such holder is entitled pursuant to Section 2.10 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Surviving Corporation Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a partnership, an association, record date after the Effective Time but prior to such surrender and a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to such surrender payable with respect to such shares of Surviving Corporation Stock.

Surrender and Payment. (a) Prior to the Effective TimeMerger Date, Buyer shall cause Parent shall to appoint an agent reasonably acceptable satisfactory to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Tires Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as needed, certificates representing the Parent Common Stock in respect of or after the Effective Time, the Tires Merger Consideration to be delivered paid in respect of the shares of Company Common Stock, in accordance with the terms of Section 1.01(b). Promptly after the Effective TimeMerger Date, the Surviving Corporation will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time Merger Date a letter of transmittal for use in such exchange (which shall specify that delivery of the delivery Tires Merger Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing shares of Company Common Stock Stock, to the Exchange Agent). Upon the conversion of Buyer Stock into Parent Common Stock in accordance with Section 1.02(b), all shares of Buyer Stock so converted shall be canceled and cease to exist, and each certificate theretofore representing any such shares shall, without any action on the part of the holder thereof, be deemed to represent an equivalent number of shares of Parent Common Stock. (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Tires Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, will be entitled to receive the Tires Merger Consideration payable in exchange for respect of such shares of Company Common Stock, cash in lieu of any fractional shares and certain dividends or other distributions in accordance with Section 1.03(g). Until so surrendered, each such certificate shall, after the Effective TimeMerger Date, represent for all purposes, purposes only the right to receive such the Tires Merger Consideration, cash in lieu of any fractional shares and certain dividends or other distributions in accordance with Section 1.03(g). (c) If any portion of the Tires Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Merger Date, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Merger Date, certificates representing shares of Company Stock or Buyer Stock are presented to the respective surviving corporations in the Mergers, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Tires Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of shares of Company Stock twelve months after the Merger Date shall be returned to Parent, upon demand, and any such holder who has not exchanged his shares of Company Stock for the Tires Merger Consideration in accordance with this Section 1.03 prior to that time shall thereafter look only to Parent for his claim for Tires Merger Consideration, any cash in lieu of any fractional shares and certain dividends or other distributions in accordance with Section 1.03(g). Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of shares of Company Stock two years after the Merger Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claim or interest of any Person previously entitled thereto. (f) Any portion of the Tires Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) to pay for shares of Company Stock in respect of which dissenters rights have been perfected shall be returned to Parent, upon demand. (g) No dividends or other distributions with respect to the Parent Common Stock constituting all or a portion of the Tires Merger Consideration shall be paid to the holder of any unsurrendered certificate representing Company Stock until such certificates are surrendered as provided in this Section 1.03. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the certificates representing the Parent Common Stock (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Merger Date payable prior to or on the date of such surrender with respect to such whole shares of Parent Common Stock, and not paid, and the amount of cash payable in lieu of any fractional shares, less the amount of any withholding taxes which may be required thereon under any provision of federal, state, local or foreign tax law, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Date but prior to the date of surrender and a payment date subsequent to the date of surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon under any provision of federal, state, local or foreign tax law. Parent shall make available to the Exchange Agent cash for these purposes. (h) If any certificate representing Company Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Tires Merger Consideration and, if applicable, any unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect thereof and any cash in lieu of fractional shares, in each case pursuant to 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock (the "Certificates") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal for use in such exchange 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, Certificate together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for respect of the Company Stock represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) that remains unclaimed by the holders of shares of Company Stock six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, "Person" means an individualand 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 Stock for any amounts paid to a corporationpublic official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Stock two 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 the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.07, shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Following such surrender, 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, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.07 and the amount of all dividends or other distributions with a limited liability companyrecord 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 partnership, an association, record date after the Effective Time and prior to surrender and with a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to surrender payable with respect to such securities.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "“Exchange Agent"”) for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the “Certificates”) for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock record at the Effective Time of Company Shares a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration payable in exchange for respect of the Company Shares represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery registration that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery registration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Company Shares. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or the Parent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of Company Shares one (1) year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such holder’s Company Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder’s Company Shares. Notwithstanding the foregoing, Parent, the Exchange Agent and the Surviving Corporation shall not be liable to any holder of Company Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) 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 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 Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Common 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 Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of Parent Common Stock, "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 thereofall Parent Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Prior Not less than ten (10) Business Days prior to the Effective Time, Parent shall appoint an a paying agent reasonably acceptable satisfactory to the Company (the "Exchange Paying Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Certificates for the Merger Consideration. Parent shall cause Merger Co. to make available to On the Exchange Agent, same Business Day as soon as reasonably practicable as of or after the Effective Time, the Merger Consideration Parent shall deposit, or cause to be delivered in respect deposited, with the Paying Agent by wire transfer of immediately available funds, cash sufficient to make the shares of Company Common Stockcash payments pursuant to Section 2.2(a)(i). Promptly after On the Business Day immediately following the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Paying Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Paying Agent), which letter shall be in such form as the Company and Parent may reasonably agree to use in effecting delivery of shares of Company Common Stock to the Exchange Paying Agent). (b) Each holder of shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, Consideration as provided in this Article II will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate only upon surrender to the Paying Agent of such Certificate, together with a properly completed and duly executed letter of transmittal. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on the Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the payment of such delivery Merger Consideration that (i) the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that (ii) the Person requesting such delivery payment of the Merger Consideration shall (A) pay to the Exchange Paying Agent any transfer or other taxes Taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Certificate or (B) establish to the reasonable satisfaction of the Exchange Agent Parent that such tax Tax either has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. For purposes If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures and subject to the limitations set forth, in this Article II. (e) Parent shall cause the Paying Agent to invest any portion of the Merger Consideration deposited with the Paying Agent in a money market fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States Government and repurchase agreements in respect of such obligations. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Parent. Any losses resulting from such investment shall not in any way diminish Parent's and Merger Subsidiary's obligation to pay the full amount of the Merger Consideration. (f) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of shares of Company Common Stock one (1) year after the Effective Time shall be returned to Parent and any such holder who has not exchanged such holder's shares of Company Common Stock for the Merger Consideration in accordance with this AgreementSection 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder's shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualnone of Parent, the Surviving Corporation, the Company, the Paying Agent or their respective Representatives shall be liable to any Person for any Merger Consideration delivered to a corporationpublic official pursuant to applicable abandoned property, a limited liability companyescheat or similar Laws. If any Certificate shall not have been surrendered immediately prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, a partnershipany such Merger Consideration shall, an associationto the extent permitted by applicable Law, a trust become the property of the Surviving Corporation, free and clear of all claims or interests of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "“Exchange Agent"”) for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the “Certificates”) for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock record at the Effective Time of Company Shares a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration payable in exchange for respect of the Company Shares represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery registration that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery registration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Company Shares. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or the Parent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of Company Shares one (1) year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such holder’s Company Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder’s Company Shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of Company Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Company Shares three (3) years after the Effective Time (or such earlier date prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled hereto. (f) 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 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 Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Common 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 Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of Parent Common Stock, "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 thereofall Parent Common Stock to be issued pursuant to the Merger shall be entitled to 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 Buyer shall appoint an agent a national bank or trust company (or a subsidiary thereof) reasonably acceptable to the Company to act as exchange agent (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares for the Merger Consideration. Parent shall cause Merger Co. to Buyer will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares Shares. For purposes of Company Common Stockdetermining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, the Surviving Corporation Buyer will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled promptly upon such surrender to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "Certificates") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock record at the Effective Time of Company Shares a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration payable in exchange for respect of the Company Shares represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery registration that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery registration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Company Shares. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or the Parent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of Company Shares one (1) year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such holder's Company Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder's Company Shares. Notwithstanding the foregoing, Parent, the Exchange Agent and the Surviving Corporation shall not be liable to any holder of Company Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) 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 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 Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Common 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 Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of Parent Common Stock, "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 thereofall Parent Common Stock to be issued pursuant to the Merger shall be entitled to 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 American Stock Transfer & Trust Co. or such other exchange agent reasonably acceptable to the Company (the "Exchange Agent") for the -------------- purpose of exchanging certificates representing shares of Company Common Stock Certificates for the Merger Consideration. At the Effective Time, Parent shall cause Merger Co. deposit with the Exchange Agent, for the benefit of the holders of the Certificates for exchange in accordance with this Article I, certificates representing shares of Parent Common Stock issuable pursuant to this Article I upon surrender of the Certificates. Parent shall make available to the Exchange Agent, Agent from time to time as soon as reasonably practicable as of or required after the Effective Time, the Merger Consideration Time cash necessary to be delivered pay dividends and other distributions in respect accordance with this Article I and to make payments in lieu of the any fractional shares of Company Parent Common StockStock in accordance with Section 1.6. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in effecting 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 a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to promptly receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered issued to or registered in the name of a Person (as defined below) other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery issuance or registration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to issuance or registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a ------ partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock Shares (the "CERTIFICATES") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered in respect of the shares of Company Common StockShares. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock record at the Effective Time of Company Shares a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration payable in exchange for respect of the Company Shares represented by such shares of Company Common StockCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered to registered in the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery registration that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery registration shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to registration in the name of a Person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Company Shares. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or the Parent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of Company Shares one (1) year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such holder's Company Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder's Company Shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of Company Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Company Shares three (3) years after the Effective Time (or such earlier date prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled hereto. (f) 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 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 Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Common 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 Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of Parent Common Stock, "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 thereofall Parent Common Stock to be issued pursuant to the Merger shall be entitled to 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 agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as As soon as reasonably practicable as of or after the Effective Time, MergerSub shall deposit with the Exchange Agent, for the 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 delivered in respect made available, MergerSub shall assume, subject to Section 1.04(d)(ii), that no holder of the shares Shares will perfect his right to appraisal of Company Common Stockhis Shares. Promptly after the Effective Time, the Surviving Corporation MergerSub will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal 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 representing shares of Company Common Stock Shares to the Exchange Agent). (b) Each holder of shares of Company Common Stock Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockShares, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common StockShares, will be entitled to receive the Merger Consideration payable in exchange for respect of such shares of Company Common StockShares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be delivered paid to a Person other than the registered holder of the shares of Company Common Stock Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such delivery payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person other than the registered holder of such shares of Company Common Stock Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

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 of Company Common Stock Certificates for the Merger Consideration. Parent shall cause Merger Co. to make available to the Exchange Agent, as soon as reasonably practicable as of or after At the Effective Time, the Merger Consideration Buyer shall deposit, or cause to be delivered in respect of deposited, with the shares of Company Common StockExchange Agent cash sufficient to make the cash payments payable pursuant to Section 2.2(a)(i). Promptly after the Effective Time, the Surviving Corporation Buyer will send, or will cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock at as of the Effective Time Time, a letter of transmittal 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 representing Certificates to the Exchange Agent), which letter shall be in such form as the Company and Buyer may reasonably agree to use in effecting 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 a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stock, Consideration as provided herein will be entitled to receive the Merger Consideration in exchange for such respect of the shares of Company Common StockStock represented by such Certificate only upon surrender to the Exchange Agent of such Certificate. Until so surrendered, each such certificate Certificate so converted shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on any cash payable as part of the Merger Consideration or in lieu of fractional shares pursuant to Section 2.6. (c) If any portion of the Merger Consideration is to be delivered paid to the name of a Person other than the registered holder of Person in whose name the shares of Company Common Stock represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the registration or payment of such delivery Merger Consideration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or Buyer, they shall be canceled and, if applicable, exchanged for the Merger Consideration payable in exchange therefor in accordance with the procedures and that limitations set forth, in this Article II. (e) Any portion of the Person requesting such delivery shall pay Merger Consideration made available to the Exchange Agent any transfer or other taxes required as a result pursuant to Section 2.3(a) that remains unclaimed by the holders of such delivery to a Person other than the registered holder of such shares of Company Common Stock twelve (12) months after the Effective Time shall be returned to Buyer 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, Buyer shall not be liable to any Person for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or establish similar Laws. (f) The Exchange Agent shall invest any cash made available to the satisfaction of the Exchange Agent that pursuant to Section 2.3(a) as directed by Buyer on a daily basis. Any interest and other income resulting from such tax has been investments shall promptly be 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 thereofto Buyer.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Company Common Stock (the "Certificates") for the Merger Consideration. Parent shall cause Merger Co. to will make available to the Exchange Agent, as soon as reasonably practicable as of or after the Effective Timeneeded, the Merger Consideration to be delivered paid in respect of the shares of Company Common Stock. Promptly after the Effective Time, the Surviving Corporation Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time (other than the Company or Parent or any of its subsidiaries) a letter of transmittal 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 representing shares of Company Common Stock Certificates to the Exchange Agent)) and instructions for use in effecting the surrender of the Certificates for payment therefor. (b) Each holder of shares of Company Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Company Common StockCertificate, together with a duly executed and properly completed letter of transmittal covering such shares of Company Common Stocktransmittal, will be entitled to receive the Merger Consideration in exchange for such shares respect of each share of Company Common StockStock represented by such Certificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be delivered paid to a Person person (as defined in Section 10.15) other than the registered holder of person in whose name the shares of Company Common Stock represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such delivery payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery payment to a Person person other than the registered holder of such shares of Company Common Stock Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and promptly exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.3(a) that remains unclaimed by the holders of shares of Company Stock six months after the Effective Time shall be returned to Parent upon demand, and any such holder who has not exchanged shares of Company Stock for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such shares of Company Stock. Notwithstanding the foregoing, "Person" means an individualParent shall not be liable to any holder of shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property laws. (f) No dividends, interest or other distributions with respect to securities of Parent constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Upon such surrender, there shall be paid, without interest, to the person in whose name the securities of Parent have been registered, all dividends, interest and other distributions payable in respect of such securities on a corporationdate subsequent to, and in respect of a limited liability companyrecord date after, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthe Effective Time.