Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Acquiom Financial LLC as the payment agent (or such other nationally recognized payment agent agreed to between the parties) (the “Payment Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock or Company Warrants, as applicable. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Payment Agent an amount equal to the Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock Options, the amount of which shall be contributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Payment Agent, in connection with the conversion of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent for use in such exchange). (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration (i) in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Agent of such Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate. 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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Payment Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving Corporation. If, after the Effective Time, Certificates or Warrant Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate, or, if applicable, Warrant Payment represented by such Warrant Certificate, in accordance with the procedures set forth in this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock or Company Warrants, as applicable, twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the cash to which they are otherwise entitled in accordance with the procedures set forth in this Article 2, without interest. None of Parent, the Surviving Corporation or the Payment Agent shall be liable to any holder of shares of Company Common Stock or Company Warrants for any cash amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (g) Promptly following the Closing, the Surviving Corporation shall submit a written notice to the Escrow Agent, in a form reasonably acceptable to the Escrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellation.

Surrender and Payment. (a) Prior At the Effective Time, all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled, retired and extinguished, as applicable, and shall cease to exist, and, subject to Section 1.8, each holder of a certificate or other instrument formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a Stockholder, other than to receive the consideration for the Shares hereunder. (b) As promptly as practicable following the date hereof, the Parties shall designate TMI Trust Company, a Texas trust company, to act as exchange agent in the Merger (the “Exchange Agent”) pursuant to a commercially reasonable exchange agent agreement entered into by Parent, Operator and the Exchange Agent. At or before the Effective Time, Parent shall appoint Acquiom Financial LLC as the payment agent (or such other nationally recognized payment agent agreed to between the parties) (the “Payment Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock or Company Warrants, as applicable. At or prior to the Effective Time, Parent and Operator shall deposit, or shall cause to be deposited, with the Payment Agent an amount equal Exchange Agent, for the benefit of the Stockholders, for exchange in accordance with this Section 1.9, through the Exchange Agent, cash in U.S. dollars in the respective amounts set forth in Section 1.14 and sufficient to pay the Aggregate Merger Consideration as provided herein (such cash, and all interest and earnings thereon, being hereinafter referred to as the “Payment Exchange Fund”) (less payable pursuant to Section 1.6 in exchange for outstanding Shares. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the portion Merger Consideration contemplated to be paid pursuant to Section 1.6 out of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock Options, the amount of which shall be contributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date)Exchange Fund. The Payment Exchange Fund shall not be used for any other purpose. (c) The Exchange Agent shall, no later than five (5) Business Days after the Closing, subject to receipt of all Certificates, Letters of Transmittal duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that the Exchange Agent may reasonably require in connection therewith, pay to the respective Stockholders the cash amounts as provided in Section 1.6 with respect to each such Stockholders’ surrendered Certificate, and each such Certificate shall forthwith be cancelled. The Surviving Corporation Unless otherwise provided herein, no interest shall (and Parent be paid or shall cause accrue on any cash payable upon surrender of any Certificate. In the Surviving Corporation to) pay all charges and expensesevent of a transfer of ownership of Shares that are not registered in the transfer records of HoldCo, including those of the Payment Merger Consideration may be issued to a transferee only if the Certificate representing such Shares is presented to the Exchange Agent, in connection with accompanied by all documents required to evidence and effect such transfer including, if able to be provided, a FIRPTA Statement and by evidence that any applicable stock transfer Taxes have been paid. Until so surrendered, each outstanding Certificate that prior to the conversion of shares of Company Common Stock into 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 Per Share portion of the Merger Consideration as provided in respect of each of such sharesSection 1.6. Promptly If after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Agent to send, to each record holder of shares of Company Common Stock as of immediately prior Certificate is presented to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery Exchange Agent, it shall be effected, cancelled and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss exchanged as provided in lieu of the Certificates pursuant to this Section 2.10) to the Payment Agent for use in such exchange)1.9. (bd) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration Stockholder and Series B Stockholder shall also be entitled to receive any amounts that may be payable in the Per Share Merger Consideration (i) future in respect of each share of Company Common Stock the Shares formerly represented by a Certificatesuch Certificates from the Escrow Accounts as provided in this Agreement and the Escrow Agreement, promptly, upon surrender to and on account of the Payment Agent of such Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidenceapplicable Post-Closing Adjustment, if any, of transfer as at the Payment Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery respective time and subject to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificatecontingencies specified herein and therein. (ce) 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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed endorsed, or shall otherwise be in proper form for transfer transfer, and (ii) the Person requesting such payment shall pay to the Payment Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate Certificates or establish to the reasonable satisfaction of the Payment Exchange Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving Corporation. If, after the Effective Time, Certificates or Warrant Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate, or, if applicable, Warrant Payment represented by such Warrant Certificate, in accordance with the procedures set forth in this Article 2. (f) Any portion of the Payment Fund Merger Consideration or other amounts that remains remain unclaimed by the holders of shares of Company Common Stock or Company Warrants, as applicable, twelve (12) months Stockholders one year after the Effective Time shall be delivered returned to the Surviving CorporationBuyer Parties in their respective Pro Rata Portions, upon demand, and any such holder Stockholder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) Certificates for the Per Share Merger Consideration or other amounts in accordance with this Section 2.04 1.9 prior to that time shall thereafter look only to Parent or the Surviving Corporation Buyer Parties in their respective Pro Rata Portions for payment of the cash Merger Consideration or such other amounts; provided, that any such portion of the Merger Consideration payable from the Escrow Accounts shall be held and distributed to which they are otherwise the Persons entitled thereto in accordance with the procedures set forth in terms of this Article 2Agreement and the Escrow Agreement, without interestat the respective times and subject to the contingencies specified herein and therein and any portion of any Post-Closing Adjustment to which the Stockholders may become entitled shall become payable at the times and subject to the contingencies specified herein. None of ParentNotwithstanding the foregoing, the Surviving Corporation or the Payment Agent Buyer Parties shall not be liable to any holder of shares of Company Common Stock or Company Warrants Certificates for any cash amounts properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by Stockholders 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 Parties in their respective Pro Rata Portions free and clear of any Claims or interest of any Person previously entitled thereto. (g) Promptly following Any portion of the Closing, the Surviving Corporation shall submit a written notice Merger Consideration made available to the Escrow AgentExchange Agent in respect of any Dissenting Shares shall be returned to Buyer Parties in their respective Pro Rata Portions, in a form reasonably acceptable to the Escrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellationupon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Acquiom Financial LLC as an agent reasonably acceptable to the payment agent (or such other nationally recognized payment agent agreed to between the parties) Company (the “Payment Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, exchanging for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to the ownership of Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Stock (the “Uncertificated Shares”). Prior to, or Company Warrantssubstantially concurrently with, as applicable. At or prior to the Effective Time, Parent shall depositmake available (A) to the Exchange Agent, or shall cause cash in U.S. dollars sufficient to pay the aggregate Merger Consideration to be deposited, with the Payment Agent an amount equal to the Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable paid in respect of the Certificates and the Uncertificated Shares pursuant to ‎Section 2.02(a) and (B) to the Company, cash in U.S. dollars sufficient to pay the aggregate amount in accordance with ‎Section 2.05 for all Company RSU Equity Awards and Company Stock Options, Cash Incentive Awards. Such funds held by the Exchange Agent may be invested by the Exchange Agent as directed by Pxxxxx; provided that (x) no such investment or losses thereon shall affect the Merger Consideration payable hereunder and following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of the Company in the amount of which any such losses and (y) such investments shall only be contributed in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by Parent the United States of America. Any interest, gain or other income produced by such investments will be payable to the Surviving Corporation and shall be payable by or Parent, as Parent directs. Promptly after the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not Effective Time (but no later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Datethereafter). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Payment Agent, in connection with the conversion of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to represented by Certificates at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent Exchange Agent) for use in such exchange and, in the case of Uncertificated Shares, instructions in customary form for use in such exchange). (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration receive, upon (i) in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Exchange Agent of such a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agentin customary form, or (ii) receipt of an “agent’s message” by the Payment Exchange Agent (or such other evidence, if any, of transfer as the Payment Exchange Agent may reasonably request) in the case of a book-entry transfer of shares Uncertificated Shares, the Merger Consideration in respect of the Company Common Stock, and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested Stock represented by the Payment Agenta Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Per Share such Merger Consideration with respect to each share of Company Common Stock represented by such Certificate. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such CertificateConsideration. (c) If any portion of the Per Share Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Payment Exchange Agent any transfer or other Tax Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Payment Exchange Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving CorporationStock. If, after the Effective Time, Certificates or Warrant Certificates Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificateprovided for, or, if applicable, Warrant Payment represented by such Warrant Certificate, and in accordance with the procedures set forth forth, in this Article ‎Article 2. (fe) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to ‎Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock or Company Warrants, as applicable, twelve (12) months after the Effective Time shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder who has not exchanged such shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance with this Section 2.04 ‎Section 2.03 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the cash to which they are otherwise entitled Merger Consideration in accordance with respect of such shares of Company Stock without any interest thereon. Notwithstanding the procedures set forth in this Article 2foregoing, without interest. None none of Parent, Merger Sub, the Company, the Surviving Corporation or the Payment Exchange Agent shall be liable to any holder of shares of Company Common Stock or Company Warrants for any cash amounts properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Laws. If any Certificate or Uncertificated Share shall not have been surrendered immediately prior to the date on which any cash in respect of such Certificate or Uncertificated Share would otherwise escheat to or become the property of any Governmental Authority, any such cash in respect of such Certificates or Uncertificated Shares shall, to the extent permitted by Applicable Law. (g) Promptly following , become the Closing, property of the Surviving Corporation shall submit a written notice to the Escrow AgentCorporation, in a form reasonably acceptable to the Escrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellationfree and clear of all claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint Acquiom Financial LLC as an agent, reasonably satisfactory to the payment agent (or such other nationally recognized payment agent agreed to between the parties) Company (the “Payment Agent”"EXCHANGE AGENT") to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, exchanging for the Per Share Merger ConsiderationConsideration certificates representing shares of Company Common Stock (the "CERTIFICATES"). Prior to the Effective Time, Certificates, and, as applicable Buyer shall deposit or cause to be deposited with the Exchange Agent in a separate fund established for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to benefit of the ownership holders of shares of Company Common Stock or Company WarrantsStock, as applicable. At or prior cash sufficient to pay the aggregate Merger Consideration required to be paid for all of the Certificates at the Effective Time, Parent shall deposit, or shall cause to be deposited, . Any cash deposited with the Payment Exchange Agent an amount equal to the Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock Options, the amount of which shall be contributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date). The Payment Fund shall not be used for any purpose other purpose. The Surviving Corporation than as set forth in this Article 2 and shall (and Parent shall cause be invested by the Exchange Agent as directed by Buyer or the Surviving Corporation toin: (A) pay all charges direct obligations of, or obligations the principal of and expensesinterest on which are unconditionally guaranteed by, including those the United States of America with a remaining term at the time of acquisition thereof not in excess of 90 days, (B) money market accounts or certificates of deposit maturing within 90 days of the Payment Agentacquisition thereof and issued by a bank or trust company organized under the laws of the United States of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a "UNITED STATES BANK"), (C) commercial paper issued by a domestic corporation and given a rating of no lower than A1 by Standard & Poor's Corporation and P1 by Xxxxx'x Investors Service, Inc. with a remaining term at the time of acquisition thereof not in connection excess of 90 days or (D) demand deposits with the conversion of shares of Company Common Stock into the right any United States Bank. The earnings and interest thereon shall be paid to receive the Per Share Merger Consideration in respect of each of such sharesBuyer or as Buyer directs. Promptly after the Effective Time, and Time (but in any no event no later than three (3) seven Business Days after the Effective Time), Parent Buyer shall send, or shall cause the Payment Exchange Agent to send, to each holder of record holder of shares of Company Common Stock as of immediately prior to at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration (i) in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Agent of such Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate. 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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Payment Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving Corporation. If, after the Effective Time, Certificates or Warrant Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate, or, if applicable, Warrant Payment represented by such Warrant Certificate, in accordance with the procedures set forth in this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock or Company Warrants, as applicable, twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the cash to which they are otherwise entitled in accordance with the procedures set forth in this Article 2, without interest. None of Parent, the Surviving Corporation or the Payment Agent shall be liable to any holder of shares of Company Common Stock or Company Warrants for any cash amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (g) Promptly following the Closing, the Surviving Corporation shall submit a written notice to the Escrow Agent, in a form reasonably acceptable to the Escrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellation.

Surrender and Payment. (a) Prior to the Effective Time, Parent Newco shall appoint Acquiom Financial LLC as the payment an exchange agent (or such other nationally recognized payment agent agreed to between the parties) (the “Payment Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, exchanging for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to (i) certificates representing Aspen Shares (each a “Certificates” Certificate”) or “Warrant Certificates” are deemed to include references to book-entry account statements relating (ii) uncertificated Aspen Shares which immediately prior to the ownership Effective Time were registered to a holder on the stock transfer books of shares of Company Common Stock or Company Warrants, as applicableAspen (the “Uncertificated Shares”). At or prior to the Effective Time, Parent Newco shall deposit, or shall cause to be deposited, with the Payment Agent an amount equal to the Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock OptionsExchange Agent, the amount of which shall be contributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding for exchange in accordance with this Section 2.092.05 through the Exchange Agent, not later than (i) evidence of shares in book-entry form representing the first normal payroll date that occurs at least two shares of Newco Stock issuable pursuant to Section 2.04 and (2ii) cash in immediately available funds in an amount sufficient for the payment of all cash amounts payable pursuant to Section 2.04. Newco agrees to make promptly available, directly or indirectly, to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which holders of Aspen Shares are entitled pursuant to Section 2.05(f) and cash in lieu of any fractional shares of Newco Stock to which such holders are entitled pursuant to Section 2.11. Promptly after the Effective Time and in any event within three Business Days after the Closing Date). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Payment Agent, in connection with the conversion of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent Newco shall send, or shall cause the Payment Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to Aspen Shares represented by a Certificate at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) Uncertificated Shares to the Payment Exchange Agent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange). All evidence of shares of Newco Stock in book-entry form and cash deposited with the Exchange Agent pursuant to this Section 2.05 shall be referred to in this Agreement as the “Exchange Fund.” Newco shall cause the Exchange Agent to deliver the Merger Consideration out of the Exchange Fund in accordance herewith. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Newco. Any interest and other income resulting from such investments shall be the property of, and paid to, Newco upon termination of the Exchange Fund. (b) Each holder of shares of Company Common Stock Aspen Shares that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration receive, upon (i) in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Exchange Agent of such a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agenttransmittal, or (ii) receipt of an “agent’s message” by the Payment Exchange Agent (or such other evidence, if any, of transfer as the Payment Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, andUncertificated Shares, in respect of each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Aspen Share Merger Consideration with respect to each share of Company Common Stock represented by such CertificateCertificate or Uncertificated Share, the Merger Consideration and any dividends and distributions with respect thereto as contemplated by Section 2.05(f). No interest shall The shares of Newco Stock constituting Merger Consideration shall, at Newco’s option, be paid or accrued on the cash payable upon the surrender or transfer of such Certificatein uncertificated book-entry form, unless a physical certificate is required under Applicable Law. (c) If any portion of the Per Share Merger Consideration (or any dividends and distributions with respect thereto contemplated by Section 2.05(f)) is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Payment Exchange Agent any transfer or other Tax similar Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Payment Exchange Agent that such Tax has transfer or similar Taxes have been paid or is are not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving CorporationAspen Shares. If, after the Effective Time, Certificates or Warrant Certificates Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Per Share Merger Consideration (and any dividends and distributions with respect to each share of Company Common Stock represented thereto contemplated by such CertificateSection 2.05(f)) provided for, or, if applicable, Warrant Payment represented by such Warrant Certificate, and in accordance with the procedures set forth forth, in this Article 2. (fe) Any portion of the Payment Exchange Fund that remains unclaimed by the holders of shares of Company Common Aspen Stock or Company Warrants, as applicable, twelve (12) months after following the Effective Time Closing Date shall be delivered to the Surviving CorporationNewco or as otherwise instructed by Newco, upon demand, and any such holder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) Aspen Shares for the Per Share applicable Merger Consideration in accordance with this Section 2.04 2.05 prior to that such time shall thereafter look only to Parent or the Surviving Corporation Newco for payment of the cash to which they are otherwise entitled in accordance such Merger Consideration (and any dividends and distributions with the procedures set forth in this Article 2respect thereto as contemplated by Section 2.05(f)), without interestany interest thereon. None of ParentNotwithstanding the foregoing, Newco and its Subsidiaries (including, after the Closing, the Surviving Corporation or the Payment Agent and its Subsidiaries) shall not be liable to any holder of shares of Company Common Stock or Company Warrants Aspen Shares for any cash amounts properly delivered paid to a public official pursuant to any in compliance with applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Aspen Shares 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 Newco free and clear of any claims or interest of any Person previously entitled thereto. (gf) Promptly Following the surrender of any Certificates or the transfer of any Uncertificated Shares as provided in this Section 2.05, and in any event within two Business Days following the Closingsuch surrender or transfer, the Surviving Corporation Exchange Agent shall submit a written notice promptly pay, or cause to be paid, without interest, to the Escrow AgentPerson in whose name the shares of Newco Stock constituting the Merger Consideration have been registered, (i) in connection with the payment of the Merger Consideration, (x) the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.11, as applicable, and (y) the aggregate amount of all dividends or other distributions payable with respect to such shares of Newco Stock with a form reasonably acceptable record date on or after the Effective Time that were paid prior to the Escrow Agenttime of such surrender or transfer, certifying that and (ii) at the appropriate payment date after the payment of the Merger has been consummatedConsideration, in order for the Escrow Securities amount of all dividends or other distributions payable with respect to be released whole shares of Newco Stock constituting the Merger Consideration with a record date on or after the Effective Time and prior to the Surviving Corporation for cancellationtime of such surrender or transfer and with a payment date subsequent to the time of such surrender or transfer. No dividends or other distributions with respect to shares of Newco Stock constituting the Merger Consideration, and no cash payment in lieu of fractional shares pursuant to Section 2.11, as applicable, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.05.

Surrender and Payment. (a) Prior to the Effective Timedate of mailing of the Proxy Statement, Parent shall appoint Acquiom Financial LLC as the payment an agent (or such other nationally recognized payment agent agreed to between the parties) (the “Payment Exchange Agent”) reasonably acceptable to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent Company for the purpose of surrendering, for the Per Share Merger Consideration, Certificates, andexchanging certificates or book entries, as applicable for the Warrant Paymentsapplicable, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating which immediately prior to the ownership of Effective Time evidenced shares of Company Common Stock (the “Certificates”), for the applicable Merger Consideration pursuant to an exchange agent agreement in form and substance reasonably satisfactory to the Company. On or Company Warrants, as applicable. At or prior to before the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Payment Agent an amount equal to the Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock OptionsExchange Agent, the amount of which shall Merger Consideration to be contributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding exchanged or paid in accordance with Section 2.09, not later than this Article II (such amount being hereinafter referred to as the first normal payroll date that occurs at least two (2) Business Days after the Closing Date“Exchange Fund”). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent Entity shall, or shall cause the Surviving Corporation Exchange Agent to) pay all charges and expenses, including those send to each holder of the Payment Agent, in connection with the conversion record of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a2.1, promptly after the Effective Time, (i) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery of the applicable Merger Consideration shall be effected, and risk of loss and title in respect of the Certificates shall pass, only upon proper delivery or transfer of the Certificates to the Exchange Agent) and (or affidavits of loss in lieu ii) instructions to effect the surrender of the Certificates in exchange for the applicable Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, the Exchange Agent shall not disburse any part of the Exchange Fund until the Dissenters Determination Date (as defined in Section 2.6). Pending its disbursement in satisfaction of such obligations, the Exchange Fund shall be invested by the Exchange Agent as directed by Parent. Upon the date that is one (1) Business Day after the Dissenters Determination Date, the Exchange Agent shall disburse to Parent that portion of the Exchange Fund (if any) attributable to Company Dissenting Shares. If a holder of Company Dissenting Shares effectively withdraws its demand for, or loses its rights to, payment of fair cash value pursuant to Section 2.101701.85 of the ORC with respect to any Company Dissenting Shares, (i) such Company Common Stock shall cease to be Company Dissenting Shares and (ii) Parent shall make available or cause to be made available to the Payment Exchange Agent additional funds in an amount equal to the product of (x) the number of Company Dissenting Shares for use which the holder has withdrawn its demand for, or lost its rights to, payment of fair cash value pursuant to 1701.85 of the ORC and (y) the Merger Consideration. Nothing contained in such exchange)this Section 2.2(a) and no investment losses resulting from investment of the funds deposited with the Exchange Agent shall diminish the rights of any holder of Company Common Stock to receive the Merger Consideration. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share applicable Merger Consideration upon surrender to the Exchange Agent of a Certificate or Certificates, together with a properly completed letter of transmittal covering such shares and such other documents as the Exchange Agent may reasonably require, shall be entitled to receive the Per Share applicable Merger Consideration (i) payable in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Agent of such Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to . Certificates surrendered shall forthwith be cancelled as of the Payment Agent of such other documents as may reasonably be requested by the Payment AgentEffective Time. Until so surrendered or transferredsurrendered, each such Certificate Certificate, following the Effective Time, shall represent after the Effective Time for all purposes only the right to receive the Per Share applicable Merger Consideration with respect to each share of Company Common Stock represented by such CertificateConsideration. 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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Payment Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment cash amounts payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d)2.2. (ec) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving CorporationStock. If, after the Effective Time, Certificates or Warrant Certificates are any Certificate formerly representing shares of Company Common Stock is presented to the Surviving CorporationEntity, they shall it shall, subject to the terms and conditions of this Agreement, be canceled cancelled and exchanged for the Per Share applicable Merger Consideration with respect to each share of Company Common Stock represented by such Certificateprovided for, or, if applicable, Warrant Payment represented by such Warrant Certificate, and in accordance with the procedures set forth forth, in this Article 2II. (fd) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock or Company Warrants, as applicable, twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the cash to which they are otherwise entitled in accordance with the procedures set forth in this Article 2, without interest. None of Parent, Merger Sub, the Surviving Corporation Company or the Payment Agent any of their respective Subsidiaries or affiliates shall be liable to any holder of shares of Company Common Stock or Company Warrants for any cash amounts properly Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (ge) Promptly following Each of the ClosingExchange Agent, the Surviving Corporation Entity and Parent shall submit a written notice be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of shares of Company Common Stock, such amounts as the Exchange Agent, the Surviving Entity or Parent is required to deduct and withhold with respect to the Escrow making of such payment under the Code or any provision of United States (“U.S.”) federal, state or local tax Law or any other non-U.S. tax Law or any other applicable legal requirement. To the extent that amounts are so withheld by the Exchange Agent, the Surviving Entity or Parent, such amounts withheld from the Merger Consideration shall be treated for all purposes of this Agreement as having been received by the holder of the shares of Company Common Stock in a form reasonably acceptable respect of which such deduction and withholding was made by the Exchange Agent, the Surviving Entity or Parent. (f) Any portion of the Merger Consideration (including any interest received with respect thereto) supplied to the Escrow AgentExchange Agent which remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be returned to Parent, certifying that the Merger upon demand, and any such holder who has been consummated, in order not exchanged his Certificates for the Escrow Securities to be released applicable Merger Consideration in accordance with this Section 2.2 prior to the Surviving Corporation for cancellationtime of demand shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) as a general creditor thereof with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property to any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Parent or its designee, free and clear of all claims or interest of any person previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Time, Parent Newco shall appoint Acquiom Financial LLC as the payment an exchange agent (or such other nationally recognized payment agent agreed to between the parties) (the “Payment Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, exchanging for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to (i) certificates representing Aspen Shares (each a “Certificates” Certificate”) or “Warrant Certificates” are deemed to include references to book-entry account statements relating (ii) uncertificated Aspen Shares which immediately prior to the ownership Effective Time were registered to a holder on the stock transfer books of shares of Company Common Stock or Company Warrants, as applicableAspen (the “Uncertificated Shares”). At or prior to the Effective Time, Parent Newco shall deposit, or shall cause to be deposited, with the Payment Agent an amount equal to the Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock OptionsExchange Agent, the amount of which shall be contributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding for exchange in accordance with this Section 2.09‎2.05 through the Exchange Agent, not later than (i) evidence of shares in book-entry form representing the first normal payroll date that occurs at least two shares of Newco Stock issuable pursuant to Section ‎2.04 and (2ii) cash in immediately available funds in an amount sufficient for the payment of all cash amounts payable pursuant to Section ‎2.04. Newco agrees to make promptly available, directly or indirectly, to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which holders of Aspen Shares are entitled pursuant to Section ‎2.05(f) and cash in lieu of any fractional shares of Newco Stock to which such holders are entitled pursuant to Section ‎2.11. Promptly after the Effective Time and in any event within three Business Days after the Closing Date). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Payment Agent, in connection with the conversion of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent Newco shall send, or shall cause the Payment Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to Aspen Shares represented by a Certificate at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) Uncertificated Shares to the Payment Exchange Agent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange). All evidence of shares of Newco Stock in book-entry form and cash deposited with the Exchange Agent pursuant to this Section ‎2.05 shall be referred to in this Agreement as the “Exchange Fund.” Newco shall cause the Exchange Agent to deliver the Merger Consideration out of the Exchange Fund in accordance herewith. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Newco. Any interest and other income resulting from such investments shall be the property of, and paid to, Newco upon termination of the Exchange Fund. (b) Each holder of shares of Company Common Stock Aspen Shares that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration receive, upon (i) in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Exchange Agent of such a Certificate, together with a duly properly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agenttransmittal, or (ii) receipt of an “agent’s message” by the Payment Exchange Agent (or such other evidence, if any, of transfer as the Payment Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, andUncertificated Shares, in respect of each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Aspen Share Merger Consideration with respect to each share of Company Common Stock represented by such CertificateCertificate or Uncertificated Share, the Merger Consideration and any dividends and distributions with respect thereto as contemplated by Section ‎2.05(f). No interest shall The shares of Newco Stock constituting Merger Consideration shall, at Newco’s option, be paid or accrued on the cash payable upon the surrender or transfer of such Certificatein uncertificated book-entry form, unless a physical certificate is required under Applicable Law. (c) If any portion of the Per Share Merger Consideration (or any dividends and distributions with respect thereto contemplated by Section ‎2.05(f)) is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Payment Exchange Agent any transfer or other Tax similar Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Payment Exchange Agent that such Tax has transfer or similar Taxes have been paid or is are not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving CorporationAspen Shares. If, after the Effective Time, Certificates or Warrant Certificates Uncertificated Shares are presented to the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Per Share Merger Consideration (and any dividends and distributions with respect to each share of Company Common Stock represented thereto contemplated by such CertificateSection ‎2.05(f)) provided for, or, if applicable, Warrant Payment represented by such Warrant Certificate, and in accordance with the procedures set forth forth, in this Article 2‎2. (fe) Any portion of the Payment Exchange Fund that remains unclaimed by the holders of shares of Company Common Aspen Stock or Company Warrants, as applicable, twelve (12) months after following the Effective Time Closing Date shall be delivered to the Surviving CorporationNewco or as otherwise instructed by Newco, upon demand, and any such holder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) Aspen Shares for the Per Share applicable Merger Consideration in accordance with this Section 2.04 ‎2.05 prior to that such time shall thereafter look only to Parent or the Surviving Corporation Newco for payment of the cash to which they are otherwise entitled in accordance such Merger Consideration (and any dividends and distributions with the procedures set forth in this Article 2respect thereto as contemplated by Section ‎2.05(f)), without interestany interest thereon. None of ParentNotwithstanding the foregoing, Newco and its Subsidiaries (including, after the Closing, the Surviving Corporation or the Payment Agent and its Subsidiaries) shall not be liable to any holder of shares of Company Common Stock or Company Warrants Aspen Shares for any cash amounts properly delivered paid to a public official pursuant to any in compliance with applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Aspen Shares 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 Newco free and clear of any claims or interest of any Person previously entitled thereto. (gf) Promptly Following the surrender of any Certificates or the transfer of any Uncertificated Shares as provided in this Section ‎2.05, and in any event within two Business Days following the Closingsuch surrender or transfer, the Surviving Corporation Exchange Agent shall submit a written notice promptly pay, or cause to be paid, without interest, to the Escrow AgentPerson in whose name the shares of Newco Stock constituting the Merger Consideration have been registered, (i) in connection with the payment of the Merger Consideration, (x) the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section ‎2.11, as applicable, and (y) the aggregate amount of all dividends or other distributions payable with respect to such shares of Newco Stock with a form reasonably acceptable record date on or after the Effective Time that were paid prior to the Escrow Agenttime of such surrender or transfer, certifying that and (ii) at the appropriate payment date after the payment of the Merger has been consummatedConsideration, in order for the Escrow Securities amount of all dividends or other distributions payable with respect to be released whole shares of Newco Stock constituting the Merger Consideration with a record date on or after the Effective Time and prior to the Surviving Corporation for cancellationtime of such surrender or transfer and with a payment date subsequent to the time of such surrender or transfer. No dividends or other distributions with respect to shares of Newco Stock constituting the Merger Consideration, and no cash payment in lieu of fractional shares pursuant to Section ‎2.11, as applicable, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section ‎2.05.

Surrender and Payment. (a) At the Effective Time, all Shares and all Options outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each Stockholder of a certificate formerly representing any Shares (each, a “Certificate”) and each Optionholder shall cease to have any rights as a Stockholder of the Company or Optionholder. (b) Prior to the Effective Time, Parent shall appoint Acquiom Financial LLC as an exchange agent reasonably acceptable to the payment agent (or such other nationally recognized payment agent agreed to between the parties) Company (the “Payment Exchange Agent”) to act as the exchange agent in the Merger. (c) As promptly as practicable following the Effective Time and in any event not later than two (2) Business Days thereafter, the Exchange Agent shall mail to each holder of Company Stock a letter of transmittal (a “Letter of Transmittal”) and instructions for use in effecting the surrender of Certificates in exchange for the Company’s stockholders who shall become entitled applicable portion of Merger Consideration pursuant to Section 2.08(b). The Exchange Agent shall, no later than the later of (i) the Closing Date or (ii) two (2) Business Days after receipt of a Certificate, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that the Exchange Agent may reasonably require in connection therewith, deliver to the holder of such Certificate (i) one or more Certificates representing, in the aggregate, the whole number of Parent Shares that such holder has the right to receive funds pursuant to this AgreementSection 2.08(b) and (ii) a cash amount as provided in Section 2.08(b), including as agent for with respect to such Certificate so surrendered and the purpose Certificate shall forthwith be cancelled. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon surrender of surrenderingany Certificate. Until so surrendered, each outstanding 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 Per Share right to receive the portion of the Merger ConsiderationConsideration as provided in Section 2.08(b). If after the Effective Time, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating Certificate is presented to the ownership of shares of Company Common Stock or Company WarrantsExchange Agent, it shall be cancelled and exchanged as applicableprovided in this Section 2.11. At or prior Prior to the Effective Time, Parent shall deposit, or shall cause provide to be deposited, any Stockholder who is to receive in excess of $1,000,000 in connection with the Payment Agent an amount equal transactions contemplated hereby, upon the written or email request of such Stockholder (or the Company on behalf of such Stockholder), a letter of transmittal, and any such Stockholder who shall deliver a duly completed letter of transmittal and the other items set forth in this Section 2.11(c) to the Aggregate Exchange Agent on or prior to the Closing Date shall receive the amounts of Merger Consideration such Stockholder is entitled to receive hereunder on the Closing Date. At the election of any holder of Company Stock who is to receive in excess of $1,000,000 in connection with the transactions contemplated hereby, the Exchange Agent shall make any payment of Merger Consideration in excess of $1,000,000 by wire transfer. (d) As promptly as practicable following the Effective Time and in any event not later than two (2) Business Days thereafter, the Company shall mail to each Optionholder and Warrantholder who has not exercised Options or Outstanding Warrants prior to Closing an option and warrant termination agreement (an “Payment FundOptionholder Agreement”) (less and instructions for completing, executing and returning such Optionholder Agreement in exchange for the applicable portion of the Aggregate Merger Consideration payable in respect of the Company RSU Awards and Company Stock Options, the amount of which shall be contributed by Parent pursuant to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09. The Exchange Agent shall, not no later than the first normal payroll date that occurs at least later of (i) the Closing Date or (ii) two (2) Business Days after the Closing Date). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those receipt of the Payment Agent, in connection with the conversion of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent for use in such exchange). (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration (i) in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Agent of such Certificate, together with a an Optionholder Agreement duly completed and validly executed letter of transmittal in accordance with the instructions thereto and such any other customary documents as may reasonably be requested by that the Payment Agent, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Exchange Agent may reasonably requestrequire in connection therewith, deliver to such Optionholder or Warrantholder (i) one or more Certificates representing, in the case aggregate, the whole number of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Payment Agent of Parent Shares that such other documents as may reasonably be requested by the Payment Agent. Until so surrendered Optionholder or transferred, each such Certificate shall represent after the Effective Time for all purposes only Warrantholder has the right to receive the Per Share Merger Consideration pursuant to Section 2.09(a) and (ii) a cash amount as provided in Section 2.09(a) with respect to each share the In-Money Options or Outstanding Warrant in respect of Company Common Stock which the Optionholder Agreement was delivered. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon delivery of any Optionholder Agreement. (e) Each Stockholder, Optionholder and Warrantholder shall also be entitled to any amounts that may be payable in the future in respect of the Shares formerly represented by such CertificateCertificate and the cancelled In-Money Options and Outstanding Warrants from the Contingent Payments, at the respective time and subject to the contingencies specified herein and therein. No Unless otherwise provided herein, no interest shall be paid or accrued for the benefit of Stockholders, Optionholders or Warrantholders on the cash payable upon the surrender or transfer of such CertificateMerger Consideration. (cf) 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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and (ii) the Person requesting such payment shall pay to the Payment Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Payment Exchange Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving Corporation. If, after the Effective Time, Certificates or Warrant Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate, or, if applicable, Warrant Payment represented by such Warrant Certificate, in accordance with the procedures set forth in this Article 2. (fg) Any portion of the Payment Fund Merger Consideration that remains unclaimed by the holders of shares of Company Common Stock or Company WarrantsStockholders, as applicable, Optionholders and Warrantholders twelve (12) months after the Effective Time shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder Stockholder, Optionholder or Warrantholder who has not exchanged shares Certificates or delivered Letters of Company Common Stock Transmittal or Company Warrants (without prejudice to the terms of the Warrant Agreement) Optionholder Agreements for the Per Share Merger Consideration in accordance with this Section 2.04 2.11 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the cash Merger Consideration; provided, that any such portion of the Merger Consideration payable from the Escrow Fund shall be held and distributed to which they are otherwise the Persons entitled thereof in accordance with the procedures set forth in terms of this Article 2Agreement and the Escrow Agreement, without interestat the respective times and subject to the contingencies specified herein and therein and any portion of the Post-Closing Adjustment to which the Stockholders, Optionholders or Warrantholders may become entitled shall become payable at the times and subject to the contingencies specified herein. None of ParentNotwithstanding the foregoing, the Surviving Corporation or the Payment Agent Parent shall not be liable to any holder of shares of Company Common Stock or Company Warrants Certificates for any cash amounts properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Laws. Any amounts remaining unclaimed by Stockholders, Optionholders or Warrantholders two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (gh) Promptly following Any portion of the Closing, the Surviving Corporation shall submit a written notice Merger Consideration made available to the Escrow AgentExchange Agent in respect of any Dissenting Shares shall be returned to Parent, upon demand. (i) No fractional shares of Parent Shares shall be issued as Merger Consideration in the Merger, but in lieu thereof each Stockholder otherwise entitled to a form reasonably acceptable fractional share of Parent Shares will be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.11(i), a cash payment equal to the Escrow Agentnumber of such fractional shares of Parent Shares multiplied by the numerical average of the volume weighted average prices on Nasdaq (as reported by Bloomberg, certifying that the Merger has been consummated, in order L.P.) for one Parent Share for the Escrow Securities to be released forty five (45) consecutive trading days immediately preceding the trading day prior to the Surviving Corporation for cancellationapplicable payment date. Fractional share interests will not entitle the owner thereof to vote or to any other rights (including the right to receive dividends or other distributions of Parent.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Acquiom Financial LLC as an agent, reasonably satisfactory to the payment agent (or such other nationally recognized payment agent agreed to between the parties) Company (the “Payment Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, exchanging for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to the ownership of Consideration certificates representing shares of Company Common Stock or Company Warrants, as applicable(the “Certificates”). At or prior Prior to the Effective Time, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Payment Exchange Agent an amount equal to in a separate fund established for the Aggregate Consideration (the “Payment Fund”) (less the portion benefit of the Aggregate holders of shares of Company Common Stock, cash sufficient to pay the aggregate Merger Consideration payable in respect required to be paid for all of the Company RSU Awards and Company Stock Options, Certificates at the amount of which shall be contributed by Parent to Effective Time. Any cash deposited with the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date). The Payment Fund Exchange Agent shall not be used for any purpose other purpose. The Surviving Corporation than as set forth in this Article 2 and shall (and be invested by the Exchange Agent as directed by Parent shall cause or the Surviving Corporation toin: (A) pay all charges direct obligations of, or obligations the principal of and expensesinterest on which are unconditionally guaranteed by, including those the United States of America with a remaining Table of Contents term at the time of acquisition thereof not in excess of 90 days, (B) money market accounts or certificates of deposit maturing within 90 days of the Payment Agentacquisition thereof and issued by a bank or trust company organized under the laws of the United States of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a “United States Bank”), (C) commercial paper issued by a domestic corporation and given a rating of no lower than A1 by Standard & Poor’s Corporation and P1 by Xxxxx’x Investors Service, Inc. with a remaining term at the time of acquisition thereof not in connection excess of 90 days or (D) demand deposits with the conversion of shares of Company Common Stock into the right any United States Bank. The earnings and interest thereon shall be paid to receive the Per Share Merger Consideration in respect of each of such sharesParent or as Parent directs. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Exchange Agent to send, to each holder of record holder of shares of Company Common Stock as of immediately prior to at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent Exchange Agent) for use in such exchange). (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive receive, upon surrender to the Per Share Exchange Agent of a Certificate, together with a properly completed letter of transmittal, the Merger Consideration (i) in respect of each share of the Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Agent of each such Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, as the case may be, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Share such Merger Consideration with respect to each share of Company Common Stock represented by such Certificate. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such CertificateConsideration. (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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Payment Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Payment Exchange Agent that such Tax tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving CorporationStock. If, after the Effective Time, Certificates or Warrant Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificateprovided for, or, if applicable, Warrant Payment represented by such Warrant Certificate, and in accordance with the procedures set forth forth, in this Article 2. (fe) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock or Company Warrants, as applicable, twelve (12) six months after the Effective Time shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the cash to which they are otherwise entitled Merger Table of Contents Consideration, and any dividends and distributions with respect thereto, in accordance with respect of such shares without any interest thereon. Notwithstanding the procedures set forth in this Article 2foregoing, without interest. None of Parent, the Surviving Corporation or the Payment Agent Parent shall not be liable to any holder of shares of Company Common Stock or Company Warrants for any cash amounts properly delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (gor such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority) Promptly following shall become, to the Closingextent permitted by applicable law, the Surviving Corporation shall submit a written notice to the Escrow Agent, in a form reasonably acceptable to the Escrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellationproperty of Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Within fifteen days from the date hereof, Parent shall deposit, or cause to be deposited, in escrow with the Escrow Agent, an aggregate amount in cash equal to the Escrow Amount, to be distributed as set forth herein and in accordance with the terms of the Escrow Agreement. The Escrow Amount shall be held under the sole dominion and control of the Escrow Agent until the earlier of (x) the delivery of confirmation from the Exchange Agent and the Company of receipt by the Exchange Agent of the full amount of the Payment Fund, less the Escrow Amount, from Parent in accordance with the terms and conditions of Section 2.02(b) hereof, in which case the Escrow Amount shall be automatically released by the Escrow Agent to the Exchange Agent, (y) subject to the satisfaction of the conditions set forth in Section 6.02 hereof (other than those conditions that by their nature are to be satisfied at the Closing) and the receipt of the Company Stockholder Approval (unless terminated prior to the date of the Company Stockholder Meeting), termination of this Agreement by the Company pursuant to Section 7.04(b) hereof based on the failure of Parent to pay the full amount of the Payment Fund in accordance with Section 2.02(b) hereof, in which case the Escrow Amount shall be automatically released by Escrow Agent to the Company, or (z) termination of this Agreement for any other reason pursuant to the terms of Article VII (excepting termination by the Company pursuant to Section 7.04(b)), in which case the Escrow Amount shall be automatically released by the Escrow Agent to Parent; provided, however, that the Escrow Agent will not release such funds if the Escrow Amount is subject to a pending claim against it made by the Company in good faith. (b) Prior to the Effective Time, Parent shall appoint Acquiom Financial LLC as an exchange agent reasonably acceptable to the payment agent (or such other nationally recognized payment agent agreed to between the parties) Company (the “Payment Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, for exchanging the Per Share Merger Consideration, Consideration for: (i) the Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to (ii) book-entry account statements relating shares which immediately prior to the ownership of Effective Time represented the shares of Company Common Stock or Company Warrants, as applicable(the “Book-Entry Shares”). At or On the day that is at least two (2) Business Days prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Payment Exchange Agent an sufficient funds to pay (i) the aggregate Merger Consideration that is payable in accordance with Section 2.01(b) hereof and (ii) the full amount equal due or payable with respect to the Aggregate Consideration Company Pay-off Loans as contemplated by Section 1.07 hereof (such funds constituting the “Payment Fund”). If for any reason (including losses) (less the portion Payment Fund is inadequate to pay the amounts to which holders of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock Options, the amount of which shares or lenders shall be contributed by entitled under this Article II, Parent shall deposit or cause to be deposited in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation and shall in any event be payable by liable for the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date)payment thereof. The Payment Fund shall not be used for any other purpose, except as otherwise agreed by the Company and Parent before the Effective Time. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Payment Exchange Agent, in connection with the conversion of shares exchange of Company Common Stock into for the right to receive the Per Share Merger Consideration in respect of each of such sharesConsideration. Promptly As promptly as reasonably practicable after the Effective Time, and Time (but in any no event no later than three two (32) Business Days after the Effective Time), Parent shall send, or shall cause the Payment Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) Book-Entry Shares to the Payment Agent Exchange Agent) for use in such exchange). (bc) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration (i) in respect of each share of the Company Common Stock represented by a Certificate, promptly, Certificate or Book-Entry Share upon (i) surrender to the Payment Exchange Agent of such a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Exchange Agent, or (ii) receipt of an “agent’s message” by the Payment Exchange Agent (or such other evidence, if any, of transfer as the Payment Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate. 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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Payment Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 2.04(d). (e) All cash amounts properly paid upon the surrender of Certificates or Warrant Certificates 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 Warrant Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving Corporation. If, after the Effective Time, Certificates or Warrant Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate, or, if applicable, Warrant Payment represented by such Warrant Certificate, in accordance with the procedures set forth in this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock or Company Warrants, as applicable, twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the cash to which they are otherwise entitled in accordance with the procedures set forth in this Article 2, without interest. None of Parent, the Surviving Corporation or the Payment Agent shall be liable to any holder of shares of Company Common Stock or Company Warrants for any cash amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (g) Promptly following the Closing, the Surviving Corporation shall submit a written notice to the Escrow Agent, in a form reasonably acceptable to the Escrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellation.Book-

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Acquiom Financial LLC as the payment agent (or such other nationally recognized payment agent agreed to between the parties) (the “Payment Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of surrendering, for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock or Company Warrants, as applicable. At or prior to the Effective Time, (i) the Company shall deposit with a bank or trust company selected by Parent and reasonably acceptable to the Special Committee (the “Exchange Agent”), for the benefit of the holders of Shares and ADSs, a cash amount in U.S. dollars in immediately available funds equal to the Substituted Parent Deposit, after receipt thereof by the Company pursuant to Section 6.06(a), and (ii) Parent shall deposit, or shall cause to be deposited, with the Payment Exchange Agent, for the benefit of the holders of Shares and ADSs, a cash amount in U.S. dollars in immediately available funds which when added to the Substituted Parent Deposit shall be sufficient for the Exchange Agent to make payments under Sections 2.02(a), 2.04 and 2.05 (such aggregate cash amount being hereinafter referred to as the “Exchange Fund”, and in case of payments under Section 2.04, an amount equal to the Aggregate Consideration (number of Dissenting Shares multiplied by the “Payment Fund”) (less Per Share Merger Consideration). For the portion avoidance of doubt, if any shareholder who has taken any step to exercise its dissenter’s rights pursuant to Section 238 of the Aggregate Consideration payable in respect Cayman Companies Law (e.g., the giving of a written objection pursuant to Section 238(2) of the Company RSU Awards Cayman Companies Law) subsequently loses its dissenter’s rights pursuant to the Cayman Companies Law (whether due to its failure to comply with any procedural requirements of Section 238 of the Cayman Companies Law or otherwise) with respect to any Shares, (i) such Shares shall not be subject to Section 2.04 and Company Stock Options(ii) Parent shall make available or cause to be made available to the Exchange Agent additional funds in an amount equal to the product of (x) the number of Shares for which such Shareholder has lost its dissenter’s rights pursuant to the Cayman Companies Law and (y) the Per Share Merger Consideration. (b) The Exchange Agent shall invest the Exchange Fund as directed by Parent; provided, the amount of which that such investments shall be contributed in (i) short-term direct obligations of the United States of America, (ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) short-term commercial paper rated the highest quality by Parent either Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation. Any interest and other income resulting from such investments shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Sections 2.02(a), 2.04 and 2.05 shall be returned to the Surviving Corporation and shall be payable Company or Parent (as directed by the Surviving Corporation through normal payroll processes, subject to applicable withholding Parent) in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date2.03(f). The Payment To the extent that there are any losses with respect to any such investments, or the Exchange Fund shall not be used diminishes for any other purpose. The Surviving Corporation shall (reason below the level required for the Exchange Agent to make prompt cash payment under Sections 2.02(a), 2.04 and 2.05, Parent shall, or shall cause the Surviving Corporation Company to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such payments under Sections 2.02(a), 2.04 and 2.05. (c) pay all charges and expenses, including those of the Payment Agent, in connection with the conversion of shares of Company Common Stock into the right to receive the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, Time (and in any event no later than within (x) five (5) Business Days in the case of record holders and (y) three (3) Business Days after in the case of the Depositary on behalf of beneficial holders holding through brokers, nominees, custodians or through a third party), the Surviving Company shall cause the Exchange Agent to mail (or in the case of the Depositary, deliver), to each Person who was, at the Effective Time, Parent shall send, or shall cause the Payment Agent to send, to each record a registered holder of shares of Company Common Stock as of immediately prior to the Effective Time whose shares were converted into the right Shares entitled to receive the Per Share Merger Consideration pursuant to Section 2.03(a2.02(a): (i) a letter of transmittal and instructions in forms reasonably satisfactory to customary form for a Cayman Islands incorporated company specifying the Company (manner in which shall specify that the delivery of the Exchange Fund to registered holders of such Shares shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent for use in such exchange). (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive the Per Share Merger Consideration (i) in respect of each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Payment Agent of such Certificate, together with a duly completed and validly executed letter of transmittal to be in such form and have such other documents provisions as Parent and the Company (upon recommendation of the Special Committee) may reasonably be requested by the Payment Agent, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate. 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 is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer agree; and (ii) the Person requesting such payment shall pay to the Payment Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of any issued share certificates representing such Shares (the Warrant “Certificates”) (or affidavits and indemnities of loss in lieu of the Certificates or Uncertificated Warrants as provided in Section 2.03(d)) and/or such other documents as may be required in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07Per Share Merger Consideration. Upon surrender of, and (ii) in the case of a holder of record of a Warrant Certificateif applicable, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant any Certificate (or affidavits affidavit and indemnity of loss in lieu thereofof the Share Certificate as provided in Section 2.03(d)). Upon surrender of Warrant Certificates for cancellation ) and/or such other documents as may be required pursuant to such instructions to the Payment Agent, together Exchange Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders each registered holder of Shares represented by such Warrant Certificates will Certificate and each registered holder of non-certificated Shares represented by book entry (“Uncertificated Shares”) shall be entitled to receive in exchange therefor for the cancellation of such Shares a check, in the amount equal to (x) the number of Shares represented by such Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.03(d)) or the number of Uncertificated Shares multiplied by (y) the Per Share Merger Consideration, and any Certificate so surrendered shall forthwith be marked as cancelled. Prior to the Effective Time, Parent and the Company (upon recommendation of the Special Committee) shall establish procedures with the Exchange Agent and the Depositary to ensure that (i) the Exchange Agent will transmit to the Depositary promptly following the Effective Time an amount in cash in immediately available funds in respect of the cancellation of the Shares registered in the name of the Depositary, which amount shall be equal to the Warrant Payment as set forth in Section 2.07product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time and (y) the Per ADS Merger Consideration and (ii) the Depositary will distribute the Per ADS Merger Consideration to ADS holders pro rata to their holdings of ADSs upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expense of the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” Depositary and government charges (other than withholding Taxes if any) due to or incurred by the Payment Agent (or such other evidence, if any, Depositary in connection with the cancellation of transfer as the Payment Agent may reasonably request) in ADSs surrendered and distribution of the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal Per ADS Merger Consideration to the Warrant Payment set forth in Section 2.07, and such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practicesADS holders. No interest will be paid or accrued for the benefit of holders on any amount payable in respect of the Warrant Shares or ADSs. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificates (if any) which immediately prior to the Effective Time represented such Shares are presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and Uncertificated Warrants on the Warrant Payment payable effect such transfer and to evidence that any applicable share transfer taxes have been paid or are not applicable. (d) If any Certificate shall have been lost, stolen or destroyed, upon the surrender making of an affidavit of that fact by the Person claiming such Warrant Certificates Certificate to be lost, stolen or Uncertificated Warrants pursuant destroyed and, if required by the Surviving Company, the posting by such Person of a bond, in such reasonable amount as the Surviving Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Section 2.04(d)Article 2. (e) All cash amounts properly The Per Share Merger Consideration paid upon in respect of the surrender cancellation of Shares (including Shares represented by ADSs), whether represented by Certificates or Warrant Certificates Uncertificated Shares, in accordance with the terms hereof of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly Shares (whether represented by such Certificate Certificates or Warrant Certificate Uncertificated Shares), and from and after at the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books, or transfers register of Company Warrants on the warrant register, members of the Surviving CorporationCompany of Shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Shares (including Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by Applicable Law. If, after the Effective Time, Certificates or Warrant Certificates are any Certificate is presented to the Surviving CorporationCompany, they Parent or the Exchange Agent for transfer or any other reason, such Certificate shall be canceled cancelled and exchanged for the Per Share Merger Consideration with respect cash amount in immediately available funds to each share which the holder of Company Common Stock represented by such Certificate, or, if applicable, Warrant Payment represented by such Warrant Certificate, in accordance with the procedures set forth in Certificate is entitled pursuant to this Article 2. (f) Any portion of the Payment Exchange Fund (including the proceeds of any investments of the Exchange Fund) that remains unclaimed by the holders shareholders of shares of the Company Common Stock or Company Warrants, as applicable, twelve for six (126) months after the Effective Time shall be delivered to the Surviving Corporation, Company upon demand, demand by the Surviving Company. Any holders of Shares and any such holder ADSs who has not exchanged shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance theretofore complied with this Section 2.04 prior to that time Article 2 shall thereafter look only to Parent or the Surviving Corporation Company for payment of the cash amount to which they are otherwise such holder is entitled in accordance with the procedures set forth in pursuant to this Article 2, 2 without interest. None of Parent, the Surviving Corporation or the Payment Agent shall be liable to any holder of shares of Company Common Stock or Company Warrants for any cash amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Lawinterest thereon. (g) Promptly following the Closing, the Surviving Corporation shall submit a written notice to the Escrow Agent, in a form reasonably acceptable to the Escrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellation.