Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by the Company (the “Exchange Agent”) and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05. Sub or one of its Affiliates shall deposit with the Exchange Agent, at or prior to the Effective Time, the Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable after the Effective Time and in any event not later than two (2) Business Days following the Closing Date, the Exchange Agent shall mail to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (B) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon surrender to the Exchange Agent of a Certificate or book-entry share, together with a properly completed letter of transmittal, the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry share. Until so surrendered or transferred, as the case may be, each such Certificate or book-entry share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share 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. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent previously approved by reasonably acceptable to the Company (the “Exchange Agent”) and enter into an agreement (in a form reasonably acceptable to act as the Company) with the Exchange Agent agent for the purpose of exchanging for the Merger Consideration certificates representing Shares for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “CertificatesBook-Entry Shares”) ). On and making after the payments described in Section 2.05. Sub Effective Time, Parent shall deposit, or one of its Affiliates shall deposit cause the Surviving Corporation to deposit, with the Exchange Agent, at or prior sufficient funds to pay the Effective Time, the aggregate Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the cash Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the payments described Surviving Corporation shall in Section 2.05any event be liable for the payment thereof. These amounts The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, and Parent and Sub shall remain liable for any shortfall including those of the Exchange Agent, in such amounts and connection with the exchange of shares of Company Common Stock for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable Consideration. Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, Parent shall send, or shall cause the Exchange Agent shall mail to send, to each record holder of record shares of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) Company Common Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (BAgent) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. such exchange. (b) Each holder of Shares shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive, receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon (i) surrender to the Exchange Agent of a Certificate or book-entry shareCertificate, together with a properly duly completed and validly executed letter of transmittaltransmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Merger Consideration payable for each Share formerly represented by a Certificate Exchange Agent (or booksuch other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-entry shareEntry Shares. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 3.03, each such Certificate or bookBook-entry share Entry Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive the Merger ConsiderationConsideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article III, each Certificate or Certificates so surrendered shall immediately be cancelled. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or bookthe transferred Book-entry share Entry Share, as applicable, is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes Tax required as a result of such payment to a Person other than the registered holder of such Certificate or bookBook-entry share Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) After All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of Sharesshares of Company Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or bookBook-entry share Entry Shares 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 Article IIIII. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) Payment Fund that remains unclaimed by the holders of Shares twelve (12) months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates Parent, upon demand, and any such holder who has not exchanged such Shares shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.03 3.02 prior to that time shall thereafter look only to Parent or and/or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereonConsideration. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates Parent shall not be liable to any holder of Shares shares of Company Common Stock for any amount amounts paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) 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 in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective TimeMerger Date, Parent Buyer shall appoint an agent previously approved by reasonably satisfactory to the Company (the “Exchange Agent”"EXCHANGE AGENT") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing shares of Company Stock for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Buyer will make available to the Exchange Agent, at or prior to as needed, certificates representing the Effective TimeBuyer Common Stock (or, if a Listing Failure occurs, United States Dollars) in respect of the Merger Consideration to be paid in respect of shares of Company Stock, in accordance with the Certificates terms of Section 1.01(b), together with any Excess Shares (as defined below). The Exchange Agent shall invest any cash amounts delivered by Buyer to the Exchange Agent as directed by Buyer. Any interest and other income resulting from such investments shall be paid to Buyer pursuant to Section 1.02(e). Promptly after the cash necessary Merger Date, Buyer shall send, or shall cause the Exchange Agent to make send, to each holder of shares of Company Stock whose shares were converted into a right to receive the payments described Merger Consideration in accordance with Section 2.05. These amounts shall not be used 1.01(b)(ii) at the Merger Date a letter of transmittal for any other purpose, and Parent and Sub shall remain liable for any shortfall use in such amounts and for the ultimate payment exchange (which shall specify that delivery of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable after the Effective Time and in any event not later than two (2) Business Days following the Closing Date, the Exchange Agent shall mail to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing shares of Company Stock, to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyAgent), and . (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares shares of Company Stock that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such shares of Company Stock, together with a properly completed letter of transmittaltransmittal covering such shares of Company Stock, will be entitled to receive (i) the Merger Consideration payable for each Share formerly represented by a Certificate in respect of such shares of Company Stock, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or book-entry shareother distributions in accordance with Section 1.02(g). Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Merger Date, represent for all purposes only the right to receive (i) the Merger Consideration, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or other distributions in accordance with Section 1.02(g). All Buyer Common Stock issued and/or cash paid pursuant to this Article 1 upon surrender of certificates representing shares of Company Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock represented thereby. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the shares of Company Stock represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share shares of Company Stock or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) After the Effective TimeMerger Date, there shall be no further registration of transfers of Sharesshares of Company Stock. If, after the Effective TimeMerger Date, Certificates or book-entry share certificates representing shares of Company Stock are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article II1. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon1.02(a) that remains unclaimed by the holders of Shares shares of Company Stock twelve months after the Effective Time Merger Date shall be returned to the Surviving Corporation or one of its Affiliates Buyer, upon demand, and any such holder who has not exchanged such Shares his shares of Company Stock for the Merger Consideration in accordance with this Section 2.03 1.02 prior to that time shall thereafter look only to Parent Buyer for his claim for (i) Merger Consideration, (ii) subject to Section 1.07, any cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or the Surviving Corporation for payment of the Merger Consideration other distributions in respect of such Shares without any interest thereonaccordance with Section 1.02(g). Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates Buyer shall not be liable to any holder of Shares shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar 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 Buyer free and clear of any claim or interest of any Person previously entitled thereto. (f) If a Listing Failure occurs, any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.02(a) to pay for shares of Company Stock in respect of which appraisal rights have been perfected shall be returned to Buyer, upon demand. (g) No dividends or other distributions with respect to the Buyer Common Stock constituting all or a portion of the 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 1.02. Subject to the effect of applicable laws and Section 1.07, following such surrender, there shall be paid, without interest, to the record holder of the certificates representing the Buyer 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 Buyer Common Stock, and not paid, and the amount of cash payable in lieu of any fractional shares pursuant to Section 1.06, 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 Buyer 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. Buyer shall make available to the Exchange Agent cash for these purposes. (h) If any certificate representing Company Stock that was converted into a right to receive the Merger Consideration in accordance with Section 1.01(b)(ii) 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 Buyer, the posting by such Person of a bond in such reasonable amount as Buyer 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 (i) the Merger Consideration, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06, and (iii) subject to Section 1.07 and if applicable, any unpaid dividends and distributions on shares of Buyer Common Stock deliverable in respect thereof in accordance with Section 1.02(g).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by (subject to the Company Company’s prior approval not to be unreasonably withheld or delayed) a commercial bank or trust company (the “Exchange Agent”) and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging Certificates or Uncertificated Company Shares for the Merger Consideration certificates representing Shares (Consideration. As of the “Certificates”) and making the payments described in Section 2.05. Sub or one of its Affiliates Effective Time, Parent shall deposit with the Exchange Agent, at or prior for the benefit of the holders of Company Shares, for exchange in accordance with this Section through the Exchange Agent, securities representing shares of Parent Common Stock issuable and payable pursuant to Section 3.01 in exchange for outstanding Company Shares and, after the Effective Time, if applicable, any cash and dividends or other distribution with respect to the Merger Consideration Parent Common Stock to be issued or to be paid in respect pursuant to the last sentence of Section 3.01(a) (together, the Certificates and the cash necessary to make the payments described in Section 2.05“Exchange Fund”). These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable Promptly after the Effective Time (and in any event not later than two (2) within three Business Days following the Closing DateDays), Parent shall send, or shall cause the Exchange Agent shall mail to send, to each holder of record of Company Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal and instructions (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Company Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (BAgent) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. such exchange. (b) Each holder of Company Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon surrender to delivery of the Exchange Agent of a Certificate or book-entry share, together with a properly completed letter of transmittalOwnership Evidence, the Merger Consideration payable for each Share formerly in respect of the Company Shares represented by a Certificate or book-entry shareUncertificated Company Share and any cash and dividends or other distributions with respect to the Parent Common Stock to be issued or to be paid pursuant to the last sentence of Section 3.01(a). Until so surrendered or transferred, as the case may be, each such Certificate or book-entry share Uncertificated Company Share shall represent after the Effective Time for all purposes only the right to receive the such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share the transferred Uncertificated Company Share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Company Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share Uncertificated Company Share or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) After The stock transfer books of the Company shall be closed immediately upon the Effective Time, Time and there shall be no further registration of transfers of SharesCompany Shares thereafter on the records of the Company. If, after the Effective Time, Certificates or book-entry share Uncertificated Company Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, they shall be cancelled canceled and exchanged for the Merger Consideration and cash, dividends or other distributions to the extent provided for, and in accordance with the procedures set forth, in this Article II3. (e) Any portion of the Merger Consideration Exchange Fund made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon3.02(a) that remains unclaimed by the holders of Company Shares twelve six months after the Effective Time shall be returned delivered to Parent or otherwise on the Surviving Corporation or one instruction of its Affiliates upon demandParent, and any such holder who has not exchanged such Company Shares for the Merger Consideration in accordance with this Section 2.03 3.01 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration Consideration, and any cash, dividends and distributions with respect thereto, in respect of such Shares shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates Parent shall not be liable to any holder of Company Shares for any amount amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Company Shares two 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) Whenever a dividend or other distribution is declared by Parent in respect of Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of such Parent Common Stock shall be paid to any holder of any unsurrendered or undelivered Ownership Evidence until such Ownership Evidence is provided to the Exchange Agent or Parent in accordance with this Article 3. Subject to the effect of Applicable Laws, following surrender or delivery, as applicable, of any such Ownership Evidence to the Exchange Agent or Parent in accordance with this Article 3, there shall be issued and/or paid to the holder of the Ownership Evidence representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender or delivery, as the case may be, the dividends or other distributions with a record date at or after the Effective Time and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the Effective Time on the Closing Date but with a payment date subsequent to surrender or delivery and not previously paid. (g) Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock will be issued in respect of any Company Shares (including upon exchange of any Company Exchangeable Shares) and any holder of Company Shares (or Company Exchangeable Shares) entitled to receive a fractional share of Parent Common Stock but for this Section 3.02(g) shall be entitled to receive in lieu thereof an amount in cash (without interest) determined by multiplying such fraction (rounded to the nearest one-hundredth of a share) by the average closing sale prices for a share of Parent Common Stock on the New York Stock Exchange, Inc. (the “NYSE”) Composite Transactions Tape (as reported by The Wall Street Journal (Northeast edition), or, if not reported thereby, as reported by any other authoritative source) for each of the ten consecutive trading days ending with the second complete trading day prior to the Closing Date (not counting the Closing Date). (h) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of any Applicable Law, including federal, state, provincial, local or foreign Tax law. If the Exchange Agent, Parent or the Surviving Corporation, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which the Exchange Agent, Parent or the Surviving Corporation, as the case may be, made such deduction and withholding. (i) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in the form customarily required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, and the submission of such other documentation as Parent customarily requires for the replacement of lost, stolen or destroyed certificates, the Exchange Agent (or Parent pursuant to Section 3.02(e)) will deliver a certificate evidencing the ownership of such number of shares of Parent Common Stock and/or any cash, dividends and other distributions in respect thereof issuable and/or payable in exchange for such lost, stolen or destroyed Certificate pursuant to this Agreement. (j) Notwithstanding anything herein to the contrary, Company Shares surrendered for exchange by an “affiliate” of the Company that will, after the Effective Time, be an “affiliate” of Parent, in each case as determined pursuant to Section 9.06, shall not be exchanged until Parent has received a written agreement from such Person as provided in Exhibit A.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by reasonably acceptable to the Company (the “Exchange Agent”) and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration (i) certificates representing Shares (the “Certificates”) and making or (ii) uncertificated Shares (the payments described in Section 2.05“Uncertificated Shares”). Sub or one of its Affiliates shall deposit with the Exchange Agent, at or prior Prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the cash necessary Uncertificated Shares that have been converted into the right to make the payments described in Section 2.05. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of receive the Merger Consideration and the amounts described in accordance with Section 2.05. (b) As soon as reasonably practicable 2.02(a). Promptly after the Effective Time and in any event (but not later than two three (23) Business Days following the Closing Datethereafter), Parent shall send, or shall cause the Exchange Agent shall mail to send, to each holder of record such Shares at the Effective Time (1) in the case of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) holders of Certificates, a letter of transmittal in reasonable and customary form (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.08) to the Exchange Agent Agent) and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (B) instructions for use in effecting the surrender of Certificates pursuant to such letter of transmittal and (2) in exchange for the Merger Consideration. case of Uncertificated Shares not held through DTC, reasonable and customary provisions regarding delivery of an “agent’s message” with respect to such Uncertificated Shares. (b) Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate (or book-entry sharean affidavit of loss in lieu thereof pursuant to Section 2.08), 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 not held through DTC, the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharefor each Uncertificated Share, without interest. Until so surrendered or transferred, as the case may be, each such Certificate or book-entry share Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. No interest shall be paid or will accrue on any cash payable to holders of Certificates, Uncertificated Shares or any other securities pursuant to this Agreement. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay have paid to the Exchange Agent any transfer or and other similar Taxes required as a result of such the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or book-entry share Uncertificated Share or establish shall have established to the satisfaction of the Exchange Agent and Parent that such Tax has Taxes have been paid or is are not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates or book-entry share Uncertificated Shares that have been converted into the right to receive the Merger Consideration are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be cancelled canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article II2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve (12) months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates Parent, upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of Parent, the Exchange Agent, Parent, Merger Subsidiary or the Surviving Corporation or any of its Affiliates 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by the Company a bank or trust company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Parent will make available to the Exchange Agent, at or prior to the Effective Timeas needed, the Merger Consideration to be paid in respect of the Certificates and Shares (the cash necessary to make the payments described in Section 2.05"Exchange Fund"). These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment For purposes of determining the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable to be made available, Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, Parent will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Agent). The Exchange Agent may agree and which are reasonably satisfactory shall, pursuant to irrevocable instructions, make the Company)payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, and except as provided in this Agreement. (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares and such other documents as may be reasonably requested, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive the such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or book-entry share Shares 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. For purposes of this Agreement, there shall be no further registration of transfers of Shares. If"person" means an individual, after the Effective Timea corporation, Certificates or book-entry share are presented to the Surviving Corporationa partnership, they shall be cancelled and exchanged for the Merger Consideration provided fora limited liability company, and in accordance with the procedures set forthan association, in this Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation a trust or any of its Affiliates shall be liable to other entity or organization, including a government or political subdivision or any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat agency or similar lawsinstrumentality thereof.

Surrender and Payment. (a) At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.8, each holder of Shares shall cease to have any rights as a shareholder of the Company. (b) Prior to the Effective Time, Parent Buyer and the SPAC shall appoint an exchange agent previously approved by reasonably acceptable to the Company (the “Exchange Agent”) and enter into an agreement (to act as the exchange agent in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05. Sub or one of its Affiliates shall deposit with the Exchange Agent, at or prior to the Effective Time, the Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05Merger. (bc) As soon promptly as reasonably practicable after following the Effective Time date hereof and in any event not later than two (2) 15 Business Days following the Closing Datethereafter, the Exchange Agent shall mail to each holder of record of Company Shareholder that holds Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) a letter of transmittal in substantially the form attached as Exhibit E (which shall specify that, in the case a “Letter of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyTransmittal”), and and, if such Shares are represented by a stock certificate (B) each, a “Certificate”), instructions for use in effecting the surrender of Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.13), in exchange for the applicable portion of Merger ConsiderationConsideration pursuant to Section 2.6(b). Each The Exchange Agent shall, no later than the later of: (i) the Closing Date; or (ii) 15 Business Days after receipt of a Letter of Transmittal with respect to Shares duly completed and validly executed in accordance with the instructions thereto (and, if applicable, a Certificate (or affidavits of loss in lieu thereof in accordance with Section 2.13) representing such Shares), together with any other customary documents that the Exchange Agent may reasonably require in connection therewith (collectively, the “Surrender Documentation”), issue to the holder of such Shares such holder’s share as indicated in the Merger Consideration Spreadsheet of the Closing Merger Consideration (minus such holder’s share as indicated in such spreadsheet of the Holdback Shares) with respect to such Shares, and, if applicable, the Certificate representing such Shares shall forthwith be cancelled. The issuance of the Buyer Exchangeable Shares including the Holdback Shares may be in electronic book entry or DRS form without the issuance of physical stock certificates. With respect to each Company Shareholder, until such time as such Company Shareholder’s Buyer Exchangeable Shares shall be deliverable to such Company Shareholder pursuant to this Section 2.9(c), such Buyer Exchangeable Shares will be held in escrow by the Exchange Agent and treated as having been issued at the Closing to such Company Shareholder and outstanding, and such Company Shareholder (i) will be shown as the registered owner thereof on the books and records of Buyer and (ii) shall have all rights to receive on a current basis any dividends or other distributions made with respect to such Buyer Exchangeable Shares which dividends and distributions shall be issued to Exchange Agent, held by Exchange Agent for the benefit of such Company Shareholder, and included as part of such Buyer Exchangeable Shares, but in all cases subject to adjustment in accordance with Section 2.18. In the event that the Letter of Transmittal of a Company Shareholder indicates that such Company Shareholder is a Non-Accredited Seller, (A) the Exchange Agent shall promptly notify Buyer and the SPAC of such status, (B) Buyer and the SPAC, to the extent that neither has reasonable knowledge that such Company Shareholder is an accredited investor, shall promptly deliver or cause to be delivered to the Exchange Agent, for further distribution to such Non-Accredited Seller, the amount in cash payable to such Non-Accredited Seller in respect of the Closing Merger Consideration pursuant to Section 2.9(i), (C) the Exchange Agent shall distribute such cash to such Non-Accredited Seller in lieu of Buyer Exchangeable Shares and (D) the Buyer Exchangeable Shares previously made available to the Exchange Agent in respect of Merger Consideration deliverable to such Non-Accredited Seller shall be returned by the Exchange Agent to Buyer. (d) The Exchange Agent shall, with respect to each holder of Shares, no later than the later of: (i) if such holder has previously delivered completed and validly executed Surrender Documentation, five (5) Business Days following the determination of the final number of Buyer Exchangeable Shares to be issued following the determination of the adjustment under Section 2.6(d); or (ii) if such holder has not yet delivered completed and validly executed Surrender Documentation, 15 Business Days after receipt of such completed and validly executed Surrender Documentation, issue to such holder its share as indicated in the Merger Consideration Spreadsheet of the Holdback Shares (and any Additional Shares, if applicable) with respect to such Shares. Until such time as the Holdback Shares shall be released to the Company Shareholders or permanently withheld pursuant to Section 2.18, the Holdback Shares will be held in escrow by the Exchange Agent and treated as having been issued at the Closing to the respective Company Shareholders and outstanding, and the respective Company Shareholders (i) will be shown as the registered owners thereof on the books and records of Buyer and (ii) shall have all rights to vote such Holdback Shares and receive on a current basis any dividends or other distributions made with respect to the Holdback Shares, which dividends and distributions shall be issued to Exchange Agent, held by Exchange Agent for the benefit of the Company Shareholders, and included as part of the Holdback Shares. Notwithstanding the foregoing, with respect to each Non-Accredited Seller, (A) Buyer and the SPAC shall deliver or cause to be delivered to the Exchange Agent, for further distribution to such Non-Accredited Seller in accordance with this Section 2.9(d), the amount in cash payable to such Non-Accredited Seller in respect of the Holdback Shares (and any Additional Shares, if applicable) pursuant to Section 2.9(i), (B) the Exchange Agent shall distribute such cash to such Non-Accredited Seller in lieu of Buyer Exchangeable Shares and (C) the Holdback Shares previously made available to the Exchange Agent in respect of such Non-Accredited Seller shall be returned by the Exchange Agent to Buyer. (e) The Exchange Agent shall, with respect to each holder of Shares, no later than the later of: (i) if such holder has previously delivered completed and validly executed Surrender Documentation, the date upon which Buyer Exchangeable Shares become issuable to Company Shareholders as Earnout Consideration pursuant to Article 2 of the Investor Rights Agreement and the Exchange Agent receives such Buyer Exchangeable Shares in respect of such Earnout Consideration; or (ii) if such holder has not yet delivered completed and validly executed Surrender Documentation, 15 Business Days after receipt of such completed and validly executed Surrender Documentation, issue to such holder its share as indicated in the Merger Consideration Spreadsheet of such Earnout Consideration with respect to such Shares. With respect to each Company Shareholder, from and after the Exchange Agent’s receipt of Buyer Exchangeable Shares in respect of Earnout Consideration until such time as such Company Shareholder’s Buyer Exchangeable Shares shall be deliverable to such Company Shareholder pursuant to this Section 2.9(e), such Buyer Exchangeable Shares will be held in escrow by the Exchange Agent and treated as having been converted into issued upon such Earnout Consideration becoming issuable to such Company Shareholder pursuant to the Investor Rights Agreement, and such Company Shareholder (i) will be shown as the registered owner thereof on the books and records of Buyer and (ii) shall have all rights to receive on a current basis any dividends or other distributions made with respect to such Buyer Exchangeable Shares which dividends and distributions shall be issued to Exchange Agent, held by Exchange Agent for the benefit of such Company Shareholder, and included as part of such Buyer Exchangeable Shares. The Exchange Agent shall, no later than the date upon which Buyer Exchangeable Shares become issuable to Vested Optionholders as Earnout Consideration pursuant to Article 2 of the Investor Rights Agreement and the Exchange Agent receives such Buyer Exchangeable Shares in respect of such Earnout Consideration, issue to each Vested Optionholder its share as indicated in the Merger Consideration Spreadsheet of such Earnout Consideration with respect to the Vested Exchanged Options held by such Vested Optionholder. Notwithstanding the foregoing, with respect to each Non-Accredited Seller, (A) Buyer and the SPAC shall deliver or cause to be delivered to the Exchange Agent, for further distribution to such Non-Accredited Seller in accordance with this Section 2.9(e), the amount in cash payable to such Non-Accredited Seller in respect of Earnout Consideration pursuant to Section 2.9(i) and (B) the Exchange Agent shall distribute such cash to such Non-Accredited Seller in lieu of Buyer Exchangeable Shares. (f) Until so surrendered, each outstanding Share (and any Certificate that prior to the Effective Time represented Shares) (other than Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the Merger Consideration shall be entitled to receive, upon surrender to the Exchange Agent of a Certificate or book-entry share, together with a properly completed letter of transmittal, the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry share. Until so surrendered or transferred, as the case may be, each such Certificate or book-entry share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person as provided in whose name the surrendered Certificate or book-entry share is registered, it shall be a condition to such payment that (iSections 2.6(b) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share 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). If, If after the Effective Time, Certificates any Share (or book-entry share are any Certificate that prior to the Effective Time represented a Share) is presented to the Surviving CorporationExchange Agent, they it shall be cancelled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article IISection. (eg) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve Company Shareholders six months after the Effective Time date upon which such portion of the Merger Consideration became deliverable to the Company Shareholders shall be returned to Buyer or the Surviving Corporation or one of its Affiliates SPAC, as applicable, upon demand, and any such holder Company Shareholder who has not exchanged such Shares the Surrender Documentation for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent Buyer or the Surviving Corporation SPAC, as applicable, for payment issuance of such portion of the Merger Consideration in respect of such Shares without any interest thereonConsideration. Notwithstanding the foregoing, none of neither Buyer nor the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates SPAC shall be liable to any holder of Shares for any amount amounts paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any portion of the Merger Consideration remaining unclaimed by Company Shareholders two years after the date upon which such portion of the Merger Consideration became deliverable to the Company Shareholders (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 Buyer or the SPAC, as applicable, free and clear of any claims or interest of any Person previously entitled thereto. (h) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to Buyer or the SPAC, as applicable, upon demand. (i) Notwithstanding anything herein to the contrary, in the event that a Seller is not an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), the Merger Consideration deliverable to such Seller shall be solely in the form of cash (any Seller that receives cash in lieu of Buyer Exchangeable Shares pursuant to this Section 2.9(i), a “Non-Accredited Seller”). The amount of cash payable to a Non-Accredited Seller in respect of Merger Consideration pursuant to the foregoing sentence shall be equal to (i) with respect to the Closing Merger Consideration, the number of Buyer Exchangeable Shares that otherwise would have been deliverable to such Non-Accredited Seller in respect thereof (taking into account the Holdback Shares to be withheld from such Non-Accredited Seller in accordance with Section 2.6(d)) multiplied by $10.00, (ii) with respect to any Holdback Shares and Additional Shares that become deliverable pursuant to Section 2.18, the number of Holdback Shares and Additional Shares that otherwise would have been deliverable to such Non-Accredited Seller pursuant to Section 2.18 multiplied by $10.00, and (iii) with respect to Earnout Consideration, (A) the number of Buyer Exchangeable Shares that otherwise would have been deliverable to such Non-Accredited Seller in respect thereof multiplied by (B) the closing trading price for a SPAC Subordinate Voting Share on the principal securities exchange on which such security is traded on the date immediately preceding the date that such Earnout Consideration becomes deliverable to the Company Shareholders pursuant to the Investor Rights Agreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an agent previously approved by the Company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Buyer will make available to the Exchange Agent, at or prior to the Effective Timeas needed, the Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05Shares. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment For purposes of determining the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable 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 and in any event not later than two (2) Business Days following the Closing DateTime, Buyer will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyAgent), and . (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive the such Merger Consideration. (c) The Merger Consideration shall be paid to each holder of Shares free and clear of any withholding under Section 1445 of the Code, (i) with respect to any Class B Share and any share of Series A Preferred Stock, provided that Buyer receives (x) a certification from such holder of non-foreign status as described in Treasury Regulation Section 1.1445-2(b) or (y) other documentation reasonably satisfactory to Buyer establishing an exemption from such withholding, in either such case at or prior to the Closing Date and (ii) with respect to any Class A Share. (d) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share Shares 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. For purposes of this Agreement, there shall be no further registration of transfers of Shares. If"Person" means an individual, after the Effective Timea corporation, Certificates or book-entry share are presented to the Surviving Corporationa limited liability company, they shall be cancelled and exchanged for the Merger Consideration provided fora partnership, and in accordance with the procedures set forthan association, in this Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation a trust or any of its Affiliates shall be liable to other entity or organization, including a government or political subdivision or any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat agency or similar lawsinstrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by the Company a bank or trust company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Parent will make available to the Exchange Agent, at or prior to the Effective Timeas needed, the Merger Consideration to be paid in respect of the Certificates and Shares (the cash necessary to make the payments described in Section 2.05"Exchange Fund"). These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment For purposes of determining the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable to be made available, Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, Parent will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Agent). The Exchange Agent may agree and which are reasonably satisfactory shall, pursuant to irrevocable instructions, make the Company)payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, and except as provided in this Agreement. (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares and such other documents as may be reasonably requested, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive the such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or book-entry share Shares 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. For purposes of this Agreement, there shall be no further registration of transfers of Shares. If"person" means an individual, after the Effective Timea corporation, Certificates or book-entry share are presented to the Surviving Corporationa partnership, they shall be cancelled and exchanged for the Merger Consideration provided foran association, 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 2.03(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 the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation a trust or any of its Affiliates shall be liable to other entity or organization, including a government or political subdivision or any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat agency or similar lawsinstrumentality thereof.

Surrender and Payment. (a) 2.8.1 Prior to the Effective Time, Parent SCT shall appoint an independent agent previously approved by the Company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration certificates representing Shares (the “"Certificates”") and making for the payments described in Section 2.05Final Merger Consideration. Sub or one of its Affiliates shall deposit with SCT will make available to the Exchange Agent, at or prior to the Effective Timeas needed, the Final Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05Shares. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, SCT will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into entitled to receive Final Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal and instructions (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (BAgent) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. such exchange. 2.8.2 Each holder of Shares that have been converted into the right to receive the Final Merger Consideration shall will be entitled to receive, upon surrender to the Exchange Agent of a Certificate or book-entry shareCertificate, together with a properly completed letter of transmittal, the Final Merger Consideration payable for each Share formerly represented by a Certificate such Certificate. All such funds shall be paid to the holders of Shares by cash, certified or book-entry sharebank check, or by wire transfer. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent after the Effective Time for all purposes only the right to receive the such Final Merger Consideration. (c) 2.8.3 If any portion of the Final Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share is registered, it shall be a condition to such payment that (i) either such the Certificate or book-entry share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) 2.8.4 After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates or book-entry share are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for the Final Merger Consideration provided for, and in accordance with the procedures set forth, in this Article IISection 2. (e) 2.8.5 Any portion of the Final Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of 2.8.1 to pay for Shares twelve months after the Effective Time for which appraisal rights have been perfected shall be returned to the Surviving Corporation or one of its Affiliates SCT, upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an Continental Stock Transfer & Trust Company as the exchange agent previously approved by (or such other nationally recognized exchange agent agreed to between the Company parties) (the “Exchange Agent”) and enter into an agreement (in a form reasonably acceptable to act as agent for the Company) with the Exchange Agent ’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration Consideration, certificates representing Shares shares of Company Common Stock (the “Certificates”) and making ;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the payments described in Section 2.05ownership of shares of Company Common Stock). Sub or one of its Affiliates shall deposit with the Exchange Agent, at At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration to be paid in respect of (the Certificates and “Payment Fund”). To the cash necessary extent such fund diminishes for any reason below the level required to make the payments described in Section 2.05. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate prompt payment of the aggregate Per Share Merger Consideration Consideration, Parent and the amounts described in Section 2.05.Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by (b) As soon as reasonably practicable after the Effective Time and in any event not later than two (2) Business Days following the Closing Date, the Exchange Agent shall mail to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (B) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receivereceive the Per Share Merger Consideration in respect of each share of Company Common Stock represented by a Certificate, promptly, upon (i) surrender to the Exchange Agent of a Certificate or book-entry shareCertificate, together with a properly duly completed and validly executed letter of transmittaltransmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Merger Consideration payable for each Share formerly represented by Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a Certificate or book-entry sharetransfer of shares of Company Common Stock, and, in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, as the case may be, each such Certificate or book-entry share shall represent after the Effective Time for all purposes only the right to receive the such Per Share Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate. (c) If any portion of the Per Share Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes Tax required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share 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. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by the Company a bank or trust company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Parent will make available to the Exchange Agent, at or prior to the Effective Timeas needed, the Merger Consideration to be paid in respect of the Certificates and Shares (the cash necessary to make the payments described in Section 2.05"Exchange Fund"). These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment For purposes of determining the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable to be made available, Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, Parent will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Agent). The Exchange Agent may agree and which are reasonably satisfactory shall, pursuant to irrevocable instructions, make the Company)payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, and except as provided in this Agreement. (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares, and such other documents as shall be reasonably requested, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive the such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or book-entry share Shares 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. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.For purposes of

Surrender and Payment. (a) Prior to the Effective TimeMerger Date, Parent Buyer shall appoint an agent previously approved by reasonably satisfactory to the Company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing shares of Company Stock for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Buyer will make available to the Exchange Agent, at or prior to as needed, certificates representing the Effective TimeBuyer Common Stock (or, if a Listing Failure occurs, United States Dollars) in respect of the Merger Consideration to be paid in respect of shares of Company Stock, in accordance with the Certificates terms of Section 1.01(b), together with any Excess Shares (as defined below). The Exchange Agent shall invest any cash amounts delivered by Buyer to the Exchange Agent as directed by Buyer. Any interest and other income resulting from such investments shall be paid to Buyer pursuant to Section 1.02(e). Promptly after the cash necessary Merger Date, Buyer shall send, or shall cause the Exchange Agent to make send, to each holder of shares of Company Stock whose shares were converted into a right to receive the payments described Merger Consideration in accordance with Section 2.05. These amounts shall not be used 1.01(b)(ii) at the Merger Date a letter of transmittal for any other purpose, and Parent and Sub shall remain liable for any shortfall use in such amounts and for the ultimate payment exchange (which shall specify that delivery of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable after the Effective Time and in any event not later than two (2) Business Days following the Closing Date, the Exchange Agent shall mail to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing shares of Company Stock, to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyAgent), and . (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares shares of Company Stock that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such shares of Company Stock, together with a properly completed letter of transmittaltransmittal covering such shares of Company Stock, will be entitled to receive (i) the Merger Consideration payable for each Share formerly represented by a Certificate in respect of such shares of Company Stock, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or book-entry shareother distributions in accordance with Section 1.02(g). Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Merger Date, represent for all purposes only the right to receive (i) the Merger Consideration, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or other distributions in accordance with Section 1.02(g). All Buyer Common Stock issued and/or cash paid pursuant to this Article 1 upon surrender of certificates representing shares of Company Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock represented thereby. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the shares of Company Stock represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share shares of Company Stock or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) After the Effective TimeMerger Date, there shall be no further registration of transfers of Sharesshares of Company Stock. If, after the Effective TimeMerger Date, Certificates or book-entry share certificates representing shares of Company Stock are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article II1. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon1.02(a) that remains unclaimed by the holders of Shares shares of Company Stock twelve months after the Effective Time Merger Date shall be returned to the Surviving Corporation or one of its Affiliates Buyer, upon demand, and any such holder who has not exchanged such Shares his shares of Company Stock for the Merger Consideration in accordance with this Section 2.03 1.02 prior to that time shall thereafter look only to Parent Buyer for his claim for (i) Merger Consideration, (ii) subject to Section 1.07, any cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or the Surviving Corporation for payment of the Merger Consideration other distributions in respect of such Shares without any interest thereonaccordance with Section 1.02(g). Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates Buyer shall not be liable to any holder of Shares shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar 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 Buyer free and clear of any claim or interest of any Person previously entitled thereto. (f) If a Listing Failure occurs, any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.02(a) to pay for shares of Company Stock in respect of which appraisal rights have been perfected shall be returned to Buyer, upon demand. (g) No dividends or other distributions with respect to the Buyer Common Stock constituting all or a portion of the 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 1.02. Subject to the effect of applicable laws and Section 1.07, following such surrender, there shall be paid, without interest, to the record holder of the certificates representing the Buyer 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 Buyer Common Stock, and not paid, and the amount of cash payable in lieu of any fractional shares pursuant to Section 1.06, 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 Buyer 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. Buyer shall make available to the Exchange Agent cash for these purposes. (h) If any certificate representing Company Stock that was converted into a right to receive the Merger Consideration in accordance with Section 1.01(b)(ii) 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 Buyer, the posting by such Person of a bond in such reasonable amount as Buyer 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 (i) the Merger Consideration, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06, and (iii) subject to Section 1.07 and if applicable, any unpaid dividends and distributions on shares of Buyer Common Stock deliverable in respect thereof in accordance with Section 1.02(g).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by the Company a bank or trust company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Parent will make available to the Exchange Agent, at or prior to the Effective Timeas needed, the Merger Consideration to be paid in respect of the Certificates and Shares (the cash necessary to make the payments described in Section 2.05"Exchange Fund"). These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment For purposes of determining the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable to be made available, Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, Parent will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Agent). The Exchange Agent may agree and which are reasonably satisfactory shall, pursuant to irrevocable instructions, make the Company), and payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares and such other documents as may be reasonably requested, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive the such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or book-entry share Shares 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. For purposes of this Agreement, there shall be no further registration of transfers of Shares. If"person" means an individual, after the Effective Timea corporation, Certificates or book-entry share are presented to the Surviving Corporationa partnership, they shall be cancelled and exchanged for the Merger Consideration provided foran association, 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 2.03(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 the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation a trust or any of its Affiliates shall be liable to other entity or organization, including a government or political subdivision or any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat agency or similar lawsinstrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by reasonably acceptable to the Company (the “Exchange Paying Agent”) and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration certificates representing Shares (i) the “Certificates”Certificates and (ii) and making the payments described in Section 2.05Uncertificated Shares. Sub On the Closing Date, Parent or one of its Affiliates shall deposit with deliver, or cause to be delivered to, the Exchange Paying Agent, at or prior to the Effective Timeas needed, the aggregate Merger Consideration to be paid payable in respect of all the Shares of the Company represented by the Certificates and the cash necessary Uncertificated Shares in accordance with this Agreement (such cash, the “Consideration Fund”). In the event the Consideration Fund shall be insufficient to pay the Merger Consideration (including on account of any Merger Consideration returned to Parent pursuant to Section 2.03(g)), Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount equal to the deficiency required to make the payments described in Section 2.05such payments. These amounts The Consideration Fund shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable . Promptly after the Effective Time (and in any event not later than two (2) within five Business Days following Days), Parent shall send, or shall cause the Closing DatePaying Agent to send, the Exchange Agent shall mail to each record holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal and instructions (which shall be in customary form and shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (BPaying Agent) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. such exchange. (b) Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Paying Agent of a Certificate (or book-entry sharesuch other materials as contemplated in Section 2.09), together with a properly completed and validly executed letter of transmittaltransmittal and such other documents as may be reasonably requested by the Paying Agent, or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration payable for each Share formerly represented by a such Certificate or book-entry sharefor each such Uncertificated Share. Until so surrendered or transferred, as the case may be, and subject to the terms of Section 2.04, each such Certificate or book-entry share Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. (c) If any portion of the Merger Consideration is to payable in respect thereof. No interest shall be paid to a Person other than or shall accrue on the Person in whose name cash payable upon the surrendered surrender or transfer of any Certificate or book-entry share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payableUncertificated Shares. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint an agent previously approved by the Company (the “Exchange Transfer Agent”) and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (Consideration, and the “Certificates”) Company shall provide Buyer and making the payments described in Section 2.05Transfer Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company at the Effective Time. Sub or one of its Affiliates shall deposit with Buyer will deliver to the Exchange Transfer Agent, at or prior to the Effective Time, the Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05Shares. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment For purposes of determining the Merger Consideration and the amounts described in Section 2.05. to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly (b) As soon as reasonably practicable after the Effective Time and in any event not later than two (2within three business days) Business Days following after the Closing DateEffective Time, Buyer will send, or will cause the Exchange Transfer Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyTransfer Agent), and . (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Transfer Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. The Transfer Agent or transferredBuyer, as the case may be, each shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such Certificate amounts as the Transfer Agent or book-entry share Buyer are required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the Code), or any applicable provision of state, local or foreign tax law, with respect to the making of any payment in respect of the Merger Consideration hereunder. To the extent such amounts are so withheld, such amounts shall represent after the Effective Time be treated for all purposes only of this Agreement as having been paid to the right Person with respect to receive whom such deduction and withholding was made by the Merger ConsiderationTransfer Agent or Buyer. No such deduction or withholding shall be made if the relevant Person shall provide documentation reasonably satisfactory to the Transfer Agent and Buyer establishing an exemption from withholding, and Buyer shall take customary actions to obtain such documentation prior to such deduction or withholding. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment shall pay to the Exchange Transfer Agent any transfer or other Taxes taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share Shares or establish to the satisfaction of the Exchange Transfer Agent that such Tax tax has been paid or is not payable. For purposes of this Agreement, Person means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates or book-entry share certificates representing Shares are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article II1. (e) Any portion of the Merger Consideration made available to the Exchange Transfer Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon1.03(a) that remains unclaimed by the holders of Shares twelve three months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates Buyer, upon demand, and any such holder who has not exchanged such his Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation Buyer for payment of the Merger Consideration in respect of such Shares without any interest thereonhis Shares. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates Buyer shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned propertyproperty laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, escheat to the extent permitted by applicable law, become the property of Buyer free and clear of any claims or similar lawsinterest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available to the Transfer Agent pursuant to Section 1.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Buyer, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by reasonably acceptable to the Company (the “Exchange Paying Agent”) and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration certificates representing Shares (i) the “Certificates”Certificates and (ii) and making the payments described in Section 2.05Uncertificated Shares. Sub On the Closing Date, Parent or one of its Affiliates shall deposit with deliver, or cause to be delivered to, the Exchange Paying Agent, at or prior to the Effective Timeas needed, the aggregate Merger Consideration to be paid payable in respect of all the Shares of the Company represented by the Certificates and the cash necessary Uncertificated Shares in accordance with this Agreement (such cash, the “Consideration Fund”). In the event the Consideration Fund shall be insufficient to pay the Merger Consideration (including on account of any Merger Consideration returned to Parent pursuant to Section 2.03(g)), Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount equal to the deficiency required to make the payments described in Section 2.05such payments. These amounts The Consideration Fund shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable . Promptly after the Effective Time (and in any event not later than two (2) within five Business Days following Days), Parent shall send, or shall cause the Closing DatePaying Agent to send, the Exchange Agent shall mail to each record holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal and instructions (which shall be in customary form and shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (BPaying Agent) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. such exchange. (b) Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Paying Agent of a Certificate (or book-entry sharesuch other materials as contemplated in Section 2.09), together with a properly completed and validly executed letter of transmittaltransmittal and such other documents as may be reasonably requested by the Paying Agent, or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration payable for each Share formerly represented by a such Certificate or book-entry sharefor each such Uncertificated Share. Until so surrendered or transferred, as the case may be, and subject to the terms of Section 2.04, each such Certificate or book-entry share Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger ConsiderationConsideration payable in respect thereof. No interest shall be paid or shall accrue on the cash payable upon the surrender or transfer of any Certificate or Uncertificated Shares. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share Uncertificated Share or establish to the satisfaction of the Exchange Paying Agent and Parent that such Tax has been paid or is not payable. (d) After Until disbursed in accordance with this Agreement, the cash in the Consideration Fund will be invested by the Paying Agent as directed by Parent; provided, however, that any such investments shall be short-term obligations of or fully guaranteed by the United States or backed by the full faith and credit of the United States with a maturity of no more than 30 days. No losses with respect to any investments of the Consideration Fund will affect the amounts payable to the holders of Certificates or Uncertificated Shares under this Agreement. Any earnings, interest or other income from investment of the Consideration Fund shall be the sole and exclusive property of Parent and shall be paid as Parent directs. (e) From and after the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates or book-entry share Uncertificated Shares are presented to the Surviving CorporationCorporation or the Paying Agent, they shall be cancelled canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article II2. (ef) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) Fund (and any earnings, interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve six months after the Effective Time shall be returned to the Surviving Corporation Parent or one of its Affiliates Affiliates, upon demand, and any such holder who has not exchanged such its Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent (subject to abandoned property, escheat or the Surviving Corporation similar laws), as general creditors thereof, for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or neither Parent nor any of its Affiliates shall be liable to any holder of Shares for any amount amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares shall, immediately prior to the time when such amounts would otherwise escheat to or become property of any Governmental Authority, 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) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent or one of its Affiliates upon demand. (h) All Merger Consideration paid upon the surrender of Certificates or transfer of Uncertificated Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificate or Uncertificated Shares.

Surrender and Payment. (a) Parent shall act as agent (the “Exchange Agent”) for the purpose of exchanging certificates representing Company Shares (a “Certificate”) for the Closing Merger Consideration set forth in Section 2.1. The shares of Parent Common and cash to be received as consideration pursuant to Sections 2.1(a)(i)-(ii), 2.1(b)(i)(A)-(D), 2.1(b)(ii)(A)-(D) and 2.1(b)(iii)(A)-(D), together with cash in lieu of fractional shares as specified in Section 2.7, is referred to herein as the “Closing Merger Consideration.” Prior to the Effective Time, Parent shall appoint an agent previously approved by the Company (the “Exchange Agent”) and enter into an agreement (in a form reasonably acceptable provide to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05. Sub or one of its Affiliates shall deposit with the Exchange Agent, at or prior to the Effective Time, the Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05. These amounts Company shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable after the Effective Time and in any event not later than two (2) Business Days following the Closing Date, the Exchange Agent shall mail send to each holder of record of Company Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) as of the Effective Time, a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyAgent), and . (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that Securityholders whose rights have been converted into the right rights to receive the Closing Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate or book-entry shareCertificates representing Company Shares, together with a properly completed letter of transmittaltransmittal covering such Company Shares, will be entitled to receive (i) the Closing Merger Consideration payable for each Share formerly represented by a Certificate in respect of such Company Shares (less Escrow Consideration to be deposited with the Escrow Agent on such holders’ behalf pursuant to Section 2.3 and Article IX), and (ii) any dividends or book-entry shareother distributions to which such holders are entitled under Section 2.4(f). Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent that has been converted into the right to receive the Closing Merger Consideration pursuant to Section 2.1(d) shall, after the Effective Time Time, represent for all purposes only the right to receive such Closing Merger Consideration and the right to receive any dividends or other distributions payable pursuant to Section 2.4(f). For all Certificates and properly completed letters of transmittal covering such Company Shares delivered to Parent on or before the Closing Date, the Exchange Agent shall send, or cause Parent’s transfer agent to send, the Closing Merger Consideration payable to Securityholders pursuant to the foregoing (i) with respect to the Closing Cash Consideration, on the Closing Date and (ii) with respect to the certificates representing shares of Parent Common, within four (4) Business Days of the Closing Date. The Exchange Agent shall send the Closing Merger Consideration payable to Securityholders with respect to any Certificates and properly completed letters of transmittal not received on or prior to the Closing Date within four (4) Business Days of receipt. (c) If any portion of the Closing Merger Consideration is to be paid to a Person (as defined in Section 4.3) other than the Person in whose name registered holder of Company Shares represented by the surrendered Certificate or book-entry share is registeredCertificates surrendered in exchange therefor, it shall be a condition to such payment that (i) either such the Certificate or book-entry share Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) accompanied by all documents required to evidence and effect the transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share Company Shares 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 Company Shares. If, after the Effective Time, Certificates or book-entry share are presented to the Surviving CorporationCorporation or Parent, they shall be cancelled and exchanged for the Merger Consideration consideration provided for, and in accordance with the procedures set forth, in this Article II. (e) Any portion of Neither Parent, the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to Company nor the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates shall be liable to any holder of Company 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 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 thereto. (f) No dividends, interest or other distributions with respect to Parent Common constituting part of the Closing Merger Consideration shall be paid to the holder of any unsurrendered Certificates representing Company Shares until such Certificates are surrendered as provided in this Section 2.4. Upon such surrender, there shall be paid, without interest, to the Person in whose name the Certificates representing shares of Parent Common into which such Company Shares were converted are registered, all dividends, interest and other distributions payable in respect of such shares of Parent Common on a date subsequent to, and in respect of a record date after, the Effective Time.

Surrender and Payment. (a) Prior to At the Effective Time, Parent Acquisition shall appoint an agent previously approved deposit or cause to be deposited with a federally insured bank with assets of not less than $1,000,000,000 selected by the Company Acquisition and reasonably satisfactory to Xxxxxxxx (the “"Exchange Agent”) and enter into an agreement ("), cash in a form reasonably acceptable the amount sufficient to the Company) with the Exchange Agent for the purpose of exchanging for pay the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05. Sub or one of its Affiliates shall deposit with the Exchange Agent, at or prior to the Effective Time, the Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05Consideration. (b) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Xxxxxxxx Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) the "Certificates"), a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the Company), and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each Within two business days after surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, the Exchange Agent shall, pursuant to irrevocable instructions, remit to the holder of Shares that have been converted into such Certificate in cash the Merger Consideration for each Xxxxxxxx Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.07(b), from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration shall be entitled to receive, upon surrender to the Exchange Agent of a Certificate or book-entry share, together with a properly completed letter of transmittal, the Merger Consideration payable for each Xxxxxxxx Share formerly represented by a Certificate such Certificate, and shall not evidence any interest in, or book-entry share. Until so surrendered or transferred, as the case may be, each such Certificate or book-entry share shall represent after the Effective Time for all purposes only the any right to receive exercise the Merger Consideration. (c) rights of a shareholder of, the Surviving Corporation. If any portion of the Merger Consideration a cash payment is to be paid made to a Person person other than the Person one in whose name the Certificate surrendered Certificate or book-entry share in exchange therefor is registered, it shall be a condition to such issuance or payment that (i) either such Certificate or book-entry share shall be properly endorsed (or shall otherwise be in proper form for accompanied by an appropriate instrument or transfer) and accompanied by evidence that any applicable stock transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share or establish to the satisfaction of the Exchange Agent that such Tax has taxes have been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent previously approved by the Company a bank or trust company (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with Parent will make available to the Exchange Agent, at or prior to the Effective Timeas needed, the Merger Consideration to be paid in respect of the Certificates and Shares (the cash necessary to make the payments described in Section 2.05"Exchange Fund"). These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment For purposes of determining the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable to be made available, Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, Parent will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Agent). The Exchange Agent may agree and which are reasonably satisfactory shall, pursuant to irrevocable instructions, make the Company)payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, and except as provided in this Agreement. (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares, and such other documents as shall be reasonably requested, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive the such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person person other than the registered holder of such Certificate or book-entry share 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. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed Shares represented by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation certificate or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.certificates surrendered in

Surrender and Payment. (a) Prior to the Effective Time, Parent MAI shall appoint an its stock transfer agent previously approved by the Company as agent (the “"Exchange Agent”") and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging certificates representing Shares for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05Consideration. Sub or one of its Affiliates shall deposit with the Exchange Agent, at or prior to the Effective Time, the Merger Consideration to be paid in respect of the Certificates and the cash necessary to make the payments described in Section 2.05. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable Promptly after the Effective Time and (but in any event not later than two within five (25) Business Days following the Closing Datebusiness days thereafter), MAI will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) at the Effective Time (Ai) a letter of transmittal for use in such exchange (which shall specify that, in that delivery of the case of certificated Shares, delivery Merger Consideration shall be effected, and risk of loss and title to Certificates the certificates representing DHS Common Stock shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyAgent), and (Bii) instructions for use in effecting the surrender of Certificates the certificates representing Shares in exchange for the certificates representing MAI Common Stock constituting Merger Consideration. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of certificates theretofore representing Shares for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (b) Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry share. Until so surrendered or transferred, as the case may be, each such Certificate or book-entry share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or book-entry share is registered, it shall be a condition to such payment that (i) either such Certificate or book-entry share shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share 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. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without and any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates shall be liable to any holder of Shares for any amount paid to a public official dividends payable pursuant to applicable abandoned propertySection 1.03(f). Until so surrendered, escheat or similar laws.each such certificate

Surrender and Payment. (a) Prior to As soon as reasonably practicable as of or after the Effective Time, Parent shall appoint an agent previously approved by the Company (the “Exchange Agent”) and enter into an agreement (in a form reasonably acceptable to the Company) with the Exchange Agent for the purpose of exchanging for the Merger Consideration certificates representing Shares (the “Certificates”) and making the payments described in Section 2.05. Sub or one of its Affiliates MergerSub shall deposit with the Exchange Agent, at or prior to for the Effective Timebenefit of the holders of Shares, for exchange in accordance with this Article 1, the Merger Consideration. For purposes of determining the Merger Consideration to be paid in respect made available, MergerSub shall assume that no holder of the Certificates and the cash necessary Shares will perfect his right to make the payments described in Section 2.05appraisal of his Shares. These amounts shall not be used for any other purpose, and Parent and Sub shall remain liable for any shortfall in such amounts and for the ultimate payment of the Merger Consideration and the amounts described in Section 2.05. (b) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than two (2) Business Days following the Closing DateTime, MergerSub will send, or will cause the Exchange Agent shall mail to send, to each holder of record of Shares whose Shares were converted into Merger Consideration pursuant to Section 2.02(a) (A) at the Effective Time a letter of transmittal for use in such exchange (which shall specify that, in that the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates the certificates representing Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent may agree and which are reasonably satisfactory to the CompanyAgent), and . (Bb) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Each holder of Shares that have been converted into the a right to receive the Merger Consideration shall be entitled to receiveConsideration, upon surrender to the Exchange Agent of a Certificate certificate or book-entry sharecertificates representing such Shares, together with a properly completed letter of transmittaltransmittal covering such Shares, will be entitled to receive the Merger Consideration payable for each Share formerly represented by a Certificate or book-entry sharein respect of such Shares. Until so surrendered or transferred, as the case may besurrendered, each such Certificate or book-entry share shall represent certificate shall, after the Effective Time Time, represent for all purposes purposes, only the right to receive the 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 paid to a Person other than the Person registered holder of the Shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate or book-entry share is registeredexchange therefor, it shall be a condition to such payment that (i) either such Certificate the certificate or book-entry share certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or book-entry share 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. If, after the Effective Time, Certificates or book-entry share 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 Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to the Surviving Corporation or one of its Affiliates upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, the Surviving Corporation or any of its Affiliates 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.properly