Common use of Surrender of Shares; Stock Transfer Books Clause in Contracts

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Merger Sub shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.3(a). Immediately prior to the Effective Time, Parent shall cause Surviving Entity to have sufficient funds to deposit, and at shall cause Surviving Entity to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of shares outstanding immediately prior to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient (other than Shares owned by Parent or Merger Sub and Shares as to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent which dissenters' rights have been exercised as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyEffective Time) and (ii) the Per Share Amount. (b) Promptly after the Effective Time, Parent shall cause the Surviving Corporation shall cause Entity to be mailed mail to each person Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.6(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Entity that such taxes either have been paid or are not applicable. In The Surviving Entity shall pay all charges and expenses, including those of the event Paying Agent, in connection with the distribution of the Merger Consideration. Until surrendered as contemplated by this Section 3.6, each Certificate shall be deemed at any certificate representing time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been lostconverted pursuant to Section 3.3. (c) At any time following the twelfth month after the Effective Time, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Surviving Entity shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in exchange for respect of all funds made available to it) and, thereafter, such lostholders shall be entitled to look to the Surviving Entity (subject to abandoned property, stolen or destroyed certificate the escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against thepayable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Entity nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Paying Agent") to receive the funds Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a1.6(a). When and as needed, and at Parent or Purchaser will make available to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient funds to pay the aggregate Merger Considerationmake all payments pursuant to Section 1.8(b). Such funds shall be invested by the Paying Agent as directed by Purchaser or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a holder of record of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a) "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced represented by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such CertificateCertificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. In . (c) At any time following six months after the event any certificate representing Shares Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such lostholders shall be entitled to look to the Surviving Corporation (subject to abandoned property, stolen escheat or destroyed certificate other similar laws) only as general creditors thereof with respect to the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedpayable upon due surrender of their Certificates. Notwithstanding the foregoing, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a bond in Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sum Shares except as it may direct otherwise provided for herein or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theby applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company (which bank or trust company shall be reasonably acceptable to the Company) to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a1.07(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceServices, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (the "SEC") or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) 1.07(a), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory (subject to it against any claim that may be made against theabandoned property, escheat and other similar laws) only

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a American Stock Transfer & Trust Company or such other bank or trust company as shall be reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares and Nonvoting Shares in connection with the Merger to receive the funds to which holders of Shares and Nonvoting Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser Parent shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the amount so deposited by Parent to holders of Shares entitled thereto. The amount deposited by Parent with the Paying Agent shall not be used for any other purpose. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's CorporationRatings Group, respectively. Any and all amounts earned on such funds shall be paid over to the Surviving Corporation. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares or Nonvoting Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittaltransmittal (or, if such Shares or Nonvoting Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent). Upon surrender to the Paying Agent of a CertificateCertificate (or, with respect to uncertificated Shares or Nonvoting Shares, such other evidence of record ownership as is required by the Paying Agent), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate (or uncertificated Share or Nonvoting Share, as the case may be) shall be entitled to receive in exchange therefor the Merger Consideration (subject to withholding of taxes, if applicable) for each Share and Nonvoting Share formerly evidenced by such CertificateCertificate (or uncertificated Share and Nonvoting Share, as the case may be), and such Certificate (or uncertificated Share or Nonvoting Share, as the case may be) shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate (or uncertificated Share or Nonvoting Share, as the case may be) for the benefit of the holder of such CertificateCertificate (or uncertificated Share or Nonvoting Share, as the case may be). If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate (or uncertificated Share or Nonvoting Share, as the case may be) is registered on the stock transfer books of the Company, it shall be a condition of payment to the holder of a Certificate that the Certificate so surrendered shall it be endorsed properly or or, with respect to Certificates and uncertificated Shares and Nonvoting Shares, otherwise be in proper form for transfer and that that, with respect to Certificates and uncertificated Shares and Nonvoting Shares, the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered thereof or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. (c) At any time following 90 days after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares or Nonvoting Shares (including all interest and other income received by the Paying Agent in respect of all funds made available to it) and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them (or, if such Shares or Nonvoting Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent), without any interest thereon. In Notwithstanding the event foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any certificate representing holder of a Share or a Nonvoting Share for any Merger Consideration delivered in respect of such Share or Nonvoting Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and, thereafter, there shall be no further registration of transfers of Shares or Nonvoting Shares on the records of the Company. From and after the Effective Time, the holders of Shares and Nonvoting Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and Nonvoting Shares except as otherwise provided herein or by applicable law. (e) If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyeddestroyed and, if reasonably required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue shall pay in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with pursuant to this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theAgreement.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), 3.06(a) and at CRI shall make funds available to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger ConsiderationAgent. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive and CRI shall cause Paying Agent to pay in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder's Certificates because such Certificates have been lost, stolen mutilated or destroyed, upon the making of such holder may deliver in lieu thereof an affidavit of that fact by and indemnity bond in a reasonable amount in form and substance and with surety reasonably satisfactory to the person claiming such certificate Surviving Corporation. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum and CRI (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "“Paying Agent"”) for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at . Promptly after the Effective Time Time, Parent or Purchaser shall deposit with such the Paying Agent Agent, for payment to the holders of Shares pursuant to the provisions of this Article III, an amount sufficient of cash equal to pay the product obtained by multiplying (i) the Merger Consideration and (ii) the aggregate Merger Considerationnumber of Shares issued and outstanding immediately prior to the Effective Time (excluding Shares then owned by Parent, Purchaser, the Company, or any direct or indirect, wholly-owned Subsidiary of Parent, Purchaser or the Company immediately prior to the Effective Time (whether pursuant to the Offer or otherwise)) (such cash amount being referred to herein as the “Exchange Fund”). Such funds The Exchange Fund shall be invested by the Paying Agent as directed by the Surviving Corporation, Parent; provided that no such investments investment or loss thereon shall be in obligations affect the amounts payable to holders of or guaranteed by the United States of America or of any agency thereof Shares pursuant to this Article III. Any interest and backed by the full faith and credit other income resulting from such investment shall become a part of the United States Exchange Fund, and any amounts in excess of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythe amounts payable to holders of Shares pursuant to this Article III shall promptly be paid to Parent. (b) Promptly after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "“Certificates"”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration to which such holder is entitled pursuant to this Article III for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive the Merger Consideration payable in respect thereof pursuant to this Article III. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder’s Certificates because such Certificates have been lost, stolen mutilated or destroyed, upon such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Paying Agent. Each of Parent, Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of Shares such amount as it is required to deduct and withhold with respect to the making of an affidavit such payment under the Code or any Law. To the extent that such amounts are so withheld, such withheld amounts shall be treated for purposes of that fact by this Agreement as having been paid to the person claiming holder of the Shares in respect of which such certificate deduction and withholding was made. (c) At any time following the ninth month after the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar Laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar Law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "EXCHANGE AGENT") to receive the funds necessary to which make the payments contemplated by Section 2.6. At the Effective Time, the Purchaser shall deposit, or cause to be deposited, in trust with the Exchange Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelySection 2.6. (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.6(a) (the "CERTIFICATE(S)") may thereafter surrender such certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such Certificate or Certificates on such holder's behalf for a period ending one year after the Effective Time, . The Purchaser agrees that promptly after the Surviving Corporation Effective Time it shall cause the distribution to be mailed to each person who was, at the Effective Time, a holder holders of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery as of the Certificates Effective Time of appropriate materials to the Paying Agent) and instructions for use in effecting facilitate such surrender. Upon the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificatefor cancellation, together with such letter of transmittalmaterials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant Purchaser shall cause the Exchange Agent to such instructions, pay the holder of such Certificate shall be entitled to receive Certificates in exchange therefor cash in an amount equal to the Merger Consideration for each Per Share formerly evidenced Amount multiplied by the number of Shares represented by such Certificate. Until so surrendered, and each such Certificate shall then be cancelled. No interest shall accrue (other than Certificates representing Dissenting Shares and Certificates representing Shares held by the Purchaser or be paid on in the Merger Consideration payable upon the surrender of any Certificate for the benefit treasury of the holder of such Certificate. Company) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation Purchaser or the Exchange Agent that such taxes tax either have has been paid or are is not applicable. In payable. (d) At the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyedEffective Time, the Paying Agent will issue in exchange for such loststock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of any shares of capital stock thereafter on the records of the Company. If, stolen or destroyed certificate after the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedEffective Time, however, the person to whom the Merger Consideration is paid shall, as a condition precedent Certificates are presented to the payment thereofSurviving Corporation, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may they shall be made against thecanceled and exchanged for cash as

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Exchange Agent") to receive the funds necessary to which make the payments contemplated by Section 2.9. At the Effective Time, the Purchaser shall deposit, or cause to be deposited, in trust with the Exchange Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelySection 2.9. (b) Promptly after Each holder of certificates representing any Shares cancelled upon the Merger, which immediately prior to the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Time represented outstanding Shares (the "Certificates") shall passwhose Shares were converted pursuant to Section 2.9(a), only upon proper delivery of the may thereafter surrender such Certificate or Certificates to the Paying Exchange Agent) and instructions , as agent for use in effecting such holder, to effect the surrender of such Certificate or Certificates on such holder's behalf for a period ending one year after the Certificates pursuant Effective Time. The Purchaser agrees that promptly after the Effective Time it shall cause the distribution to holders of record of Shares as of the Effective Time of appropriate materials to facilitate such letter of transmittalsurrender. Upon the surrender of Certificates, the Purchaser shall cause the Exchange Agent to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, pay the holder of such Certificate shall be entitled to receive Certificates in exchange therefor cash in an amount equal to the Merger Consideration for each Share formerly evidenced multiplied by the number of Shares represented by such Certificate. Until so surrendered, each Certificate (other than Certificates representing Dissenting Shares and such Certificate Certificates representing Shares held by the Purchaser or any direct or indirect wholly owned subsidiary of the Purchaser or in the treasury of the Company) shall then be cancelled. No interest shall accrue or be paid on represent solely the right to receive the aggregate Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. relating thereto. (c) If payment of the Merger Consideration in respect of cancelled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation Purchaser or the Exchange Agent that such taxes tax either have has been paid or are is not applicable. In . (d) At the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyedEffective Time, the Paying Agent will issue in exchange stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of Shares or any shares of capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for such lostherein or by applicable law. If, stolen or destroyed certificate after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration deliverable as provided in respect thereof as determined in accordance with this Article II; provided, however. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (e) Promptly following the date which is one year after the Effective Time, the person Surviving Corporation shall be entitled to whom require the Exchange Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the transactions contemplated hereby, which had been made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to the Merger Consideration is paid shallpayable upon due surrender of their Certificates, as a condition precedent to without any interest thereon. Notwithstanding the payment thereofforegoing, give neither the Surviving Corporation nor the Exchange Agent shall be liable to any holder of a bond Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) The Merger Consideration paid in the Merger shall be net to the holder of Shares in cash, subject to reduction only for any applicable Federal backup withholding or, as set forth in Section 2.8(c), stock transfer taxes payable by such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theholder.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Paying Agent") to receive the funds Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a). When and as needed, and at Parent or Purchaser will make available to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient funds to pay the aggregate Merger Considerationmake all payments pursuant to Section 2.9(b). Such funds shall be invested by the Paying Agent as directed by Purchaser or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a holder of record of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a) "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced represented by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such CertificateCertificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. In . (c) At any time following six months after the event any certificate representing Shares Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such lostholders shall be entitled to look to the Surviving Corporation (subject to abandoned property, stolen escheat or destroyed certificate other similar laws) only as general creditors thereof with respect to the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedpayable upon due surrender of their Certificates. Notwithstanding the foregoing, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a bond in Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sum Shares except as it may direct otherwise provided for herein or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theby applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying AgentPAYING AGENT") for the holders of Shares and Warrants in connection with the Merger to receive the funds to which holders of Shares and Warrants shall become entitled pursuant to Section 2.06(a2.07(a) and Section 2.07(b), respectively. When and as needed, Parent shall make available to the Paying Agent sufficient funds to make the payments pursuant to Section 2.07 hereof to holders (other than Parent or any of its affiliates) of Shares and Warrants that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the "EXCHANGE FUND"), and at to make the Effective Time Purchaser shall deposit with such appropriate cash payments, if any, to holders of Dissenting Shares. The Paying Agent an amount sufficient shall, pursuant to pay irrevocable instructions, make the aggregate Merger Consideration. Such funds shall be invested by payments provided for in the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit preceding sentence out of the United States of America or Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythis Agreement. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Share Consideration pursuant to Section 2.06(a2.07(a) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "CertificatesCERTIFICATES") ), shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Share Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Share Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Share Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Share Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Share Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "“Paying Agent"”) for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at as promptly as practicable after the Effective Time Purchaser Time, Parent shall deposit with such the Paying Agent an amount sufficient all the cash necessary to pay for the Shares of Company common stock converted into the right to receive Merger Consideration pursuant to 2.06(a) and the aggregate Merger Considerationamount of the Options Payments payable to holders of Company Stock Options pursuant to Section 2.07. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (bi) Promptly As promptly as practicable after the Effective Time, the Surviving Corporation Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "“Certificates"”) shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit and bond, if required, in the manner provided in Section 2.09(d))) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit and bond, if required, in the manner provided in Section 2.09(d)), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as promptly as practicable, the Merger Consideration for each Share formerly evidenced by such Certificate, and and, upon payment of such Merger Consideration, such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Merger Sub that such taxes either have been paid or are not applicable. (ii) Upon the Effective Time, the Company shall deliver to the Paying Agent an electronic listing, suitable for the Paying Agent’s use, of each holder of Company Stock Options as of the Effective Time, provided that such listing shall be in form and content reasonably satisfactory to Parent. Parent shall instruct the Paying Agent to deliver the Option Payment due each such holder in accordance with Section 2.07 as promptly as practicable following the Effective Time. (c) At any time following the sixth month after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares or Company Stock Options (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration or Option Payment that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, none of Parent, the Surviving Corporation and the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) In the event any certificate representing Shares Certificates shall have been lost, stolen or destroyed, Parent shall cause the Paying Agent to deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the person claiming holder thereof, such certificate Merger Consideration as may be required pursuant to be lostSection 2.06(a); provided, stolen or destroyedhowever, that Parent may, in its reasonable discretion and as a condition precedent to the Paying Agent will issue in exchange for issuance thereof, require the owner of such lost, stolen or destroyed certificate Certificates to indemnify Parent, the Merger Consideration deliverable in Surviving Corporation, the Paying Agent or any of their respective representatives or agents against any claim that may be made against such party with respect thereof as determined in accordance with this Article IIto the Certificates alleged to have been lost, stolen or destroyed; and provided, howeverfurther, the person to whom the Merger Consideration is paid shallthat Parent may, in its reasonable discretion, and as a condition precedent to the payment issuance thereof, give require the Surviving Corporation owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against such claim. (e) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except the right to receive the Merger Consideration and as otherwise provided herein or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theby applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act deposit the full amount of the Merger Consideration with Bank of New York, as agent (the "Paying Agent") ), ------------ for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) ), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper ------------ delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares first anniversary of the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of any Share(s) for any Merger Consideration delivered in respect of such Share(s) to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Merger Sub shall designate a bank or trust company to act as agent (the "Paying “Exchange Agent"”) for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), 2.1(a) and at the Effective Time Purchaser shall deposit with such Paying the Exchange Agent cash in an amount sufficient to pay the aggregate Merger ConsiderationConsideration (such cash being hereinafter referred to as the “Exchange Fund”). Such funds The Exchange Fund shall be invested by the Paying Exchange Agent as directed by the Surviving Corporation. As soon as reasonably practicable after the Effective Time, provided that such investments the Exchange Agent, pursuant to irrevocable instructions, shall deliver the aggregate Merger Consideration to be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit paid pursuant to Section 2.1(a) out of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyExchange Fund. The Exchange Fund shall not be used for any other purpose. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.1(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "“Certificates"”) shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Merger Sub that such taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder’s Certificates because such Certificates have been lost, stolen stolen, mutilated or destroyed, upon such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. Each of Parent, Merger Sub, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of Shares such amount as it is required to deduct and withhold with respect to the making of an affidavit such payment under the Code or any applicable Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of that fact by this Agreement as having been paid to the person claiming such certificate to be lost, stolen or destroyed, holder of the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable Shares in respect thereof as determined in accordance with this Article II; providedof which such deduction and withholding was made. (c) At any time following the first anniversary of the Effective Time, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond shall be entitled to require the Exchange Agent to deliver to it any funds which had been made available to the Exchange Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it), and, thereafter, such sum as it may direct or otherwise indemnify holders shall be entitled to look to the Surviving Corporation in a manner satisfactory (subject to it against abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any claim Merger Consideration that may be made against thepayable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Exchange Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law.

Surrender of Shares; Stock Transfer Books. (a) Prior to ----------------------------------------- the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to ------------ which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper ------------ delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder's Certificates because such Certificates have been lost, stolen mutilated or destroyed, upon the making of such holder may deliver in lieu thereof an affidavit of that fact by and indemnity bond in form and substance and with surety reasonably satisfactory to the person claiming such certificate Surviving Corporation. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum and Parent (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the ----------------------------------------- Effective Time, Purchaser Parent shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at . Such funds shall be deposited with the Paying Agent by the Surviving Corporation promptly following the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds and shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time commencing 180 days after the event any certificate representing Shares Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory general creditors thereof with respect to it against any claim Merger Consideration that may be made against thepayable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither Parent, the Company nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, except for Parent, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Time Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a2.4(b). Purchaser will make available to the Paying Agent, and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay as needed, the aggregate Merger ConsiderationConsideration to be paid in respect of the Shares (the "Fund"). Such funds The Fund shall be invested by the Paying Agent as directed by the Surviving CorporationParent. Any net profits resulting from, provided that or interest or income produced by such investments shall be in obligations of or guaranteed payable as directed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyParent. (b) Promptly after the Effective Time, Parent or the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.4(b) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Share Certificates") shall pass, only upon proper delivery to the Paying Agent of the Share Certificates to or an affidavit of loss certificate in the form provided by the Paying Agent) and instructions for use in effecting the surrender of the Share Certificates or affidavit of loss certificate pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a CertificateShare Certificate or affidavit, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall then be cancelled. Until so surrendered, each such Share Certificate shall, at and after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest shall accrue or be paid on to any beneficial owner of Shares or any holder of any Share Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Share Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Share Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Share Certificate so surrendered shall be endorsed properly in blank or to the Paying Agent or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Share Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any portion of the Fund which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all amounts held in the Fund or other funds made available to it), and thereafter each such holder shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat and other similar laws), and only as general creditors thereof, with respect to any Merger Consideration that may be payable upon due surrender of the Share Certificates held by such holder. In The foregoing notwithstanding, neither Parent, the event Surviving Corporation nor the Paying Agent shall be liable to any certificate representing holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) After the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have been lostany rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) Purchaser, stolen the Surviving Corporation and the Paying Agent, as the case may be, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer or destroyedthis Agreement to any holder of Shares such amounts that Purchaser, upon the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of an affidavit such payment under the Internal Revenue Code of that fact by the person claiming such certificate to be lost1986, stolen or destroyedas amended, the Paying Agent will issue in exchange for such lostrules and regulations promulgated thereunder or any provision of state, stolen local or destroyed certificate foreign tax law. To the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedextent that amounts are so withheld by Purchaser, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond or the Paying Agent, such amounts shall be treated for all purposes of the Offer and this Agreement as having been paid to the holder of the Shares in respect of which such sum as it may direct or otherwise indemnify deduction and withholding was made by Purchaser, the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theor the Paying Agent.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as its paying agent (the "Paying Agent") who shall also act as agent for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a). Promptly upon receipt, and at the Effective Time Purchaser shall deposit with any such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceServices, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or 4 11 Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, after reduction for any required withholding Tax and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes Taxes either have been paid or are not applicable. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. In Notwithstanding the event foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any certificate representing holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have been lostany rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) Parent and/or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts, stolen or destroyedif any, upon as Parent and/or the Surviving Corporation is required to deduct and withhold with respect to the making of an affidavit such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that fact amounts are so withheld by Parent and/or the person claiming Surviving Corporation, such certificate withheld amounts shall be treated for all purposes of this Agreement as having been paid to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate holder of the Merger Consideration deliverable Shares in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give of which such deduction and withholding was made by Parent and/or the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theCorporation. ARTICLE III

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent its paying agent, who shall be reasonably satisfactory to the Company (the "Paying Agent") ), who shall also act as agent for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a), and at . Prior to the Effective Time Time, Purchaser shall deposit with such the Paying Agent an amount sufficient funds to pay the aggregate Merger ConsiderationConsideration in respect of all of the Shares. Such funds shall may be invested by the Paying Agent as directed by the Surviving CorporationCorporation only in overnight or other investments which are available on demand, provided that such investments shall be in which are obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America America, or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyfunds the assets of which consist only of such investments. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.6(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates certificates evidencing the certificates evidencing the Shares (the "Certificates") pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsinstructions in accordance with standard market practices, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, after reduction of any applicable withholding tax and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such CertificateCertificate as long as the Merger Consideration is made available as provided in this Section. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. (c) At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which were deposited with the Paying Agent and not disbursed to holders of Shares (including interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. In Notwithstanding the event foregoing, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to any certificate representing holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have been lostany rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) Parent and/or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts, stolen or destroyedif any, upon as Parent and/or the Surviving Corporation is required to deduct and withhold with respect to the making of an affidavit such payment under the Code, or any provision of state or local tax law. To the extent that fact amounts are so withheld by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Parent and/or the Surviving Corporation a bond and properly paid over to the appropriate tax authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such sum as it may direct or otherwise indemnify deduction and withholding was made by Parent and/or the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theCorporation.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders purpose of exchanging certificates representing Shares in connection with for the payment of the Merger to receive the funds Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a), and at . At the Effective Time Purchaser shall Time, Parent will deposit or cause to be deposited with such the Paying Agent Agent, an amount sufficient in cash equal to pay the aggregate Merger Consideration. Such Consideration to be paid pursuant to Section 2.6(a) in exchange for outstanding Shares, and such funds shall be invested by the Paying Agent as directed by the Surviving CorporationParent, provided PROVIDED that such investments shall be in obligations of or guaranteed by by, the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America America, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, United States commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Servicebanks with capital surpluses and undivided profits aggregating in excess of $1 billion. The Paying Agent shall, Inc. or Standard & Poor's Corporationpursuant to irrevocable instructions, respectivelypay the Merger Consideration out of such funds. (b) Promptly As soon as practicable after the Effective Time but in any event no later than the fifth business day following the Effective Time, the Surviving Corporation shall cause to be mailed to each person Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.6(a) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, subject to and net of any applicable withholding of Taxes, the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Merger Sub that such taxes Taxes either have been paid or are not applicable. (c) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.9(a) that remains unclaimed by holders of Shares one hundred eighty (180) days after the Effective Time shall be returned to Parent, upon demand, and, thereafter, such holders shall be entitled to look to the Surviving Corporation and Parent (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, subject to applicable law in the case of Dissenting Shares. In Notwithstanding the event foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any certificate representing holder of a Share or Shares for any Merger Consideration delivered in respect of such Share or Shares to a public official pursuant to any abandoned property, escheat or other similar Law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyeddestroyed before the Company has notice that the Certificate has been acquired by a "protected purchaser" (as such term is defined in Section 8-303 of the Delaware Uniform Commercial Code), and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate or the payment of the Merger Consideration, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed certificate Certificate, the Merger Consideration deliverable to be paid in respect thereof of the Shares represented by such Certificate, as determined in accordance with contemplated by this Article II; provided. (f) Parent and Merger Sub shall be entitled to deduct and withhold, howeveror cause its agents to deduct and withhold, from the person to whom Per Share Amount or the Merger Consideration is paid shallor the appraised value contemplated by Section 2.8, as the case may be, payable to a condition precedent holder of Shares pursuant to the payment thereofOffer or the Merger or the appraisal of their Shares, give as contemplated by Section 2.8, as applicable, any Taxes that are required to be so withheld or deducted under any applicable provision of any Tax law. To the Surviving Corporation a bond extent that amounts are so withheld by Parent or Merger Sub or their agents, such deducted or withheld amounts shall be treated for all purposes of this Agreement and the Transactions as having been paid to the holder of the Shares in respect of which such sum as it may direct deduction or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be withholding was made against theby Parent or Merger Sub or their agents.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Paying Agent") to receive the funds Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a). When and as needed, and at Parent or Purchaser will make available to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient funds to pay the aggregate Merger Considerationmake all payments pursuant to Section 2.9(b). Such funds shall be invested by the Paying Agent as directed by Purchaser or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a holder of record of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a) "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced represented by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such CertificateCertificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the 12 8 satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. In . (c) At any time following six months after the event any certificate representing Shares Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such lostholders shall be entitled to look to the Surviving Corporation (subject to abandoned property, stolen escheat or destroyed certificate other similar laws) only as general creditors thereof with respect to the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedpayable upon due surrender of their Certificates. Notwithstanding the foregoing, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a bond in Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sum Shares except as it may direct otherwise provided for herein or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theby applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.01(a), and at . Immediately after the Effective Time Time, Parent shall, or shall cause Purchaser shall deposit with to, transfer such funds to the Paying Agent an amount sufficient to pay the aggregate Merger Considerationby wire transfer of immediately available funds. Such funds shall be invested by the Paying Agent as directed by the Surviving CorporationParent; provided, provided however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency or instrumentality thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion. Any net profit resulting from, or interest income produced by, such investments shall be payable to Parent. (b) Promptly after the Effective Time, but in no event later than three business days thereafter, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.01(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates Certificates, to the Paying AgentAgent and which shall be in such form and with such additional provisions as the Surviving Corporation may reasonably specify) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes Taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder's Certificates because such Certificates have been lost, stolen mutilated or destroyed, upon the making of such holder may deliver in lieu thereof an affidavit of that fact and, if required by the person claiming such certificate Surviving Corporation, indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. (c) At any time following the nine-month anniversary of the Effective Time, the Surviving Corporation shall be lost, stolen or destroyed, entitled to require the Paying Agent will issue in exchange for such lostto deliver to it any funds that had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar Laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar Law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a)Merger Consideration, and at or immediately following the Effective Time Time, Parent shall take all steps necessary to cause the Purchaser shall deposit to have sufficient funds to be able to provide the Exchange Agent with such Paying Agent an amount sufficient the funds necessary to pay make the aggregate Merger Consideration. Such funds shall be invested payments contemplated by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythis Article II. (b) Promptly after the Effective Time, the Surviving Corporation Exchange Agent shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.5(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such previously representing Shares to be exchanged pursuant to the Merger (the "Certificates") shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent) and instructions for use thereof in effecting the surrender of the Certificates pursuant to such letter of transmittalCertificates. Upon surrender to the Paying Exchange Agent of a Certificatethe Certificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsrequested, the holder of such Certificate Exchange Agent shall be promptly deliver to the persons entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on thereto the Merger Consideration payable upon the surrender of any Certificate for the benefit in respect of the holder of Shares represented by the Certificates, and the Certificates shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate. If payment of the Merger Consideration is to be made to a person Certificate (other than Certificates representing Shares held in the person in whose name the surrendered Certificate is registered on the stock transfer books treasury of the Company, it shall be a condition of payment that by the Certificate so surrendered shall be endorsed properly Purchaser or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason any subsidiary of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In the event any certificate representing Purchaser and Dissenting Shares) evidencing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against after the

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, Purchaser Merger Sub shall designate enter into an agreement with a bank or trust company reasonably satisfactory to the Company to act as paying agent in the Merger (the "Paying Agent") for the holders of Shares in connection with the Merger and to receive the funds necessary to which make the payments contemplated by Section 2.06(a). Parent shall, or shall cause Merger Sub to, at the Effective Time, deposit, or cause to be deposited, with the Paying Agent, for the benefit of holders of Shares shall become entitled pursuant immediately prior to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent Time, funds in an amount sufficient to pay make the aggregate Merger Considerationpayments contemplated by Section 2.06(a) in accordance with the procedures set forth in Section 2.07(b). Such In the event such funds shall be insufficient to make all such payments, Parent shall promptly deposit additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount of funds required to make such payments. Funds deposited with the Paying Agent shall be invested by the Paying Agent as directed by the Surviving CorporationParent; provided, provided however, that such investments shall funds may only be invested in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 and (iii) time deposits with, including certificates of deposits issued by, any office located in the United States of America any bank or of any agency thereof and backed by the full faith and credit trust company organized under federal Laws of the United States or under the Law of America any state of the United States or in commercial paper obligations rated A-1 of the District of Columbia and that has capital and surplus of at least $1,000,000,000. Any net profits resulting from, or P-1 interest or better by Moodx'x Xxxestors Serviceincome produced by, Inc. or Standard & Poor's such investments shall be payable to and the property of the Surviving Corporation, respectively. (b) Promptly As soon as practicable, but in no event later than three business days, after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record of Shares entitled immediately prior to receive the Merger Consideration pursuant to Section 2.06(a) Effective Time at such holder's address of record a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such formerly representing Shares (the "Certificates") shall pass, subject to Section 2.07(d), only upon proper delivery of the Certificates such certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to certificates formerly representing the Shares in exchange for the Per Share Amount relating thereto, in such letter form and with such other provisions as the Company and Merger Sub shall reasonably agree. Each holder of transmittal. Upon surrender a certificate formerly representing Shares may thereafter deliver such certificate to the Paying Agent Agent, as agent for such holder, to effect the surrender of such certificate on such holder's behalf for a Certificateperiod ending nine months after the Effective Time. Subject to Section 2.07(d), upon the surrender of certificates formerly representing the Shares together with such a properly executed letter of transmittal, duly completed transmittal and validly executed in accordance with the instructions thereto, and such any other documents as may be reasonably required pursuant by the Surviving Corporation or the Paying Agent, the Surviving Corporation shall cause the Paying Agent to such instructions, pay the holder of such Certificate shall be entitled to receive certificates in exchange therefor cash in an aggregate amount equal to the Merger Consideration for each Per Share Amount multiplied by the number of Shares formerly evidenced represented by such Certificatecertificates. Following the Effective Time and until so surrendered, and each such Certificate shall then be cancelled. No interest shall accrue certificate (other than certificates representing Dissenting Shares or be paid on shares of Company Common Stock held by the Merger Consideration payable upon the surrender of Company or any Certificate for the benefit Subsidiary of the holder Company or held by Parent or Merger Sub) shall represent solely the right to receive the aggregate Per Share Amount payable pursuant to this Agreement in respect of the number of Shares formerly represented by such Certificate. certificate. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate certificate is registered on in the stock transfer books records of the Company, it shall be a condition of to such payment that the Certificate certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes Taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate certificate surrendered or shall have established to the satisfaction of the Paying Agent (or, after the date specified in Section 2.07(f), the Surviving Corporation Corporation) that such taxes Tax either have has been paid or are is not applicable. In the event payable. (d) If any certificate formerly representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate to be lost, stolen or destroyeddestroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue shall pay in exchange for such lost, stolen or destroyed certificate cash in an aggregate amount equal to the Merger Consideration deliverable Per Share Amount multiplied by the number of Shares formerly represented by such certificate payable pursuant to this Agreement. (e) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, certificates formerly representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in respect thereof as determined Section 2.06(a) in accordance with the procedures set forth in this Article II; providedSection 2.07. No interest shall accrue or be paid on any cash payable upon the surrender of certificates which immediately before the Effective Time represented Shares. (f) Promptly following the date which is nine months after the Effective Time, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify cause the Paying Agent to deliver to the Surviving Corporation all cash that remains unclaimed, certificates and other documents in its possession relating to the transactions contemplated hereby, and any holder of a manner satisfactory certificate formerly representing Shares who has not theretofore complied with this Section 2.07 shall thereafter look only to it against the Surviving Corporation only as general creditors thereof for payment of the Per Share Amount multiplied by the number of Shares formerly represented by such certificate, subject to any claim applicable abandoned property, escheat or similar Law. Thereafter, each holder of a certificate or certificates formerly representing Shares that did not receive the aggregate Per Share Amount relating thereto may surrender such certificate or certificates or an affidavit in accordance with Section 2.07(d) to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration thereof the Per Share Amount multiplied by the number of Shares formerly represented by such certificate or certificates, without any interest thereon. (g) None of Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of cash delivered by the Surviving Corporation to a public official pursuant to any applicable abandoned property, escheat or similar Law. (h) All cash paid upon the surrender of a certificate formerly representing Shares or an affidavit with respect to a lost, stolen or destroyed certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented thereby. (i) The Paying Agent or, after the date specified in Section 2.07(f), the Surviving Corporation, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock, Company Stock Options or Warrants, such amounts as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under any provision of applicable Tax Law. To the extent that amounts are so withheld by the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock, Company Stock Options or Warrants in respect of which such deduction and withholding was made against theby the Surviving Corporation or the Paying Agent, as the case may be. (j) The Surviving Corporation shall be responsible for the payment of all charges and expenses of the Paying Agent.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser the Company shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds necessary to make the payments contemplated by Section 2.1. At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited (including from available cash balances at the Company), in trust with the Exchange Agent for the benefit of holders of Shares, the aggregate consideration to which such holders of Shares shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelySection 2.1. (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.1(a) may thereafter surrender such certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such certificate or certificates on such holder's behalf for a period ending one year after the Effective Time. Parent and Merger Sub agree that as promptly as practicable after the Effective Time the Surviving Corporation shall cause the distribution to holders of record of Shares as of the Effective Time of appropriate materials to facilitate such surrender. Upon the surrender of certificates representing the Shares, the Surviving Corporation shall cause the Exchange Agent to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, pay the holder of such Certificate shall be entitled to receive certificates in exchange therefor cash in an amount equal to the Merger Consideration for each Per Share formerly evidenced Amount multiplied by the number of Shares represented by such Certificatecertificate. Until so surrendered, each such certificate (other than certificates representing Dissenting Shares and such Certificate certificates representing Shares canceled pursuant to Section 2.1(b)) shall then be cancelled. No interest shall accrue or be paid on represent solely the Merger Consideration payable upon right to receive the surrender of any Certificate for the benefit of the holder of such Certificate. aggregate Per Share Amount relating thereto. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes tax either have has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfer of any shares of capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of the Shares 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 for Shares are not applicablepresented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in Section 2.1(a) and Sections 2.3(b) and (c). In No interest shall accrue or be paid on any cash payable upon the event surrender of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares. (e) Promptly following the date which is one year after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash (including any interest received with respect thereto), certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate representing Shares (other than certificates representing Dissenting Shares and certificates representing Shares canceled pursuant to Section 2.1(b)) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person look only to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum (subject to applicable abandoned property, escheat and similar laws) and only as it may direct general creditors thereof with respect to the aggregate Per Share Amount payable upon due surrender of their certificates, without any interest or otherwise indemnify dividends thereon. Notwithstanding the foregoing, neither Parent, the Surviving Corporation nor the Exchange Agent shall be liable to any holder of a certificate representing Shares for the Per Share Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) The Per Share Amount paid in a manner satisfactory the Merger shall be net to it against the holder of Shares in cash, subject to reduction only for any claim that may be made against theapplicable federal back-up withholding or, as set forth in Section 2.3(c), stock transfer taxes payable by such holder.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Paying Agent") to receive the funds Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a). When and as needed, and at Parent or Purchaser will make available to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient funds to pay the aggregate Merger Considerationmake all payments pursuant to Section 2.9(b). Such funds shall be invested by the Paying Agent as directed by Purchaser or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a holder of record of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a) "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced represented by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such CertificateCertificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. In . (c) At any time following twelve months after the event any certificate representing Shares Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such lostholders shall be entitled to look to the Surviving Corporation (subject to abandoned property, stolen escheat or destroyed certificate other similar laws) only as general creditors thereof with respect to the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedpayable upon due surrender of their Certificates. Notwithstanding the foregoing, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a bond in Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sum Shares except as it may direct otherwise provided for herein or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theby applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company located in the United States having capital surplus and undivided profits exceeding $500,000,000 to act as agent (the "Paying AgentPAYING AGENT") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a): (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "CertificatesCERTIFICATES") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as reasonably may be required pursuant to such instructions, the holder of such Certificate shall be entitled promptly to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. . (c) In the event any certificate representing Shares Certificate or Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate or Certificates to be have been lost, stolen or destroyed, the amount to which such person would have been entitled under Section 2.09(b) hereof but for failure to deliver such Certificate or Certificates to the Paying Agent will issue shall nevertheless be paid to such person; PROVIDED, HOWEVER, that the Surviving Corporation may, in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, its sole discretion and as a condition precedent to the payment thereofsuch payment, require such person to give the Surviving Corporation a written indemnity agreement in form and substance reasonably satisfactory to the Surviving Corporation and, if reasonably deemed advisable by the Surviving Corporation, a bond in such sum as it may reasonably direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be had against the Surviving Corporation or Parent with respect to the Certificate or Certificates alleged to have been lost, stolen or destroyed. (d) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made against theavailable to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, and Parent and the Surviving Corporation jointly and severally agree to be liable for payments required to be made before or after the expiration of such six month period under Section 2.06(a) hereof or Section 302A.473 of the Minnesota Law. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (e) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as exchange agent (the "Paying “Exchange Agent"”) for the holders of Shares in connection with the Merger to receive the funds Parent Stock to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a), and at . Within three (3) business days after the Effective Time Time, Parent or Purchaser shall deposit with the Exchange Agent certificates representing the number of whole shares of Parent Stock and cash in lieu of fractional shares into which such Paying Agent an amount sufficient to pay Shares are converted in the aggregate Merger ConsiderationMerger. Such funds shall be invested by the Paying Exchange Agent as directed or other person engaged for that purpose by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyExchange Agent. (b) Promptly As soon as reasonably practicable (and in any event within 10 business days) after the Effective Time, the Surviving Corporation Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration shares of Parent Stock pursuant to Section 2.06(a2.6(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "“Certificates"”) shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor such shares of Parent Stock, and any cash in lieu of fractional shares, which such holder has the Merger Consideration for each Share formerly evidenced by such Certificateright to receive pursuant to the provisions of this Article 2, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration amounts payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment delivery of the Merger Consideration Parent Stock is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment transfer shall have paid all transfer and other taxes required by reason of the payment delivery of the Merger Consideration Parent Stock to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Parent that such taxes either have been paid or are not applicable. (c) At any time following the date that is six (6) months after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any shares of Parent Stock and any funds which had been made available to the Exchange Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation, Parent, nor the Exchange Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar Law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law. (e) In the event that any certificate representing Shares Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyed, the Paying Agent Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed certificate Certificate the number of whole shares of Parent Stock and cash in lieu of fractional shares into which the Shares are converted in the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided2. When authorizing such issuance in exchange therefor, howeverParent may, the person to whom the Merger Consideration is paid shall, in its discretion and as a condition precedent to the payment issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give the Surviving Corporation Parent a bond in such reasonable sum as it may direct as indemnity, or otherwise indemnify the Surviving Corporation in a manner satisfactory to it such other form of indemnity, as Parent shall reasonably direct, against any claim that may be made against theParent with respect to the Certificate alleged to have been lost, stolen or destroyed. Subject to the preceding sentence, no dividends that are declared on shares of Parent Stock after the Effective Time will be paid to persons entitled to receive certificates representing shares of Parent Stock until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the certificates representing such shares of Parent Stock shall be issued, any dividends which shall have become payable with respect to such shares of Parent Stock between the Effective Time and the time of such surrender. (f) Each of the Surviving Corporation, Purchaser and Parent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares, the Company Stock Options, or the Notes such taxes and other amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, and the rules and regulations promulgated thereunder, and pursuant to the applicable provisions of state, local and foreign Tax laws. To the extent that amounts are so deducted, withheld and paid to the applicable taxing authority by the Surviving Corporation, Purchaser or Parent, as the case may be, such deducted, withheld and paid amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, the Company Stock Options, or the Notes, as the case may be, in respect of which such deduction, withholding and payment was made by the Surviving Corporation, Purchaser or Parent.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section2.07(a). When and as needed, Parent shall make available to the Paying Agent sufficient funds to make the payments pursuant to Section 2.06(a2.07 hereof to holders (other than Parent or any of its affiliates) of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the "Exchange Fund"), and at to make the Effective Time Purchaser shall deposit with such appropriate cash payments, if any, to holders of Dissenting Shares. The Paying Agent an amount sufficient shall, pursuant to pay irrevocable instructions, make the aggregate Merger Consideration. Such funds shall be invested by payments provided for in the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit preceding sentence out of the United States of America or Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythis Agreement. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.07(a) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") ), shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser the Merger Sub shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a)Merger Consideration, and at or immediately following the Effective Time Time, the Purchaser shall deposit take all steps necessary to cause the Merger Sub to have sufficient funds to be able to provide the Exchange Agent with such Paying Agent an amount sufficient the funds necessary to pay make the aggregate Merger Consideration. Such funds shall be invested payments contemplated by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythis Article II. (b) Promptly after the Effective Time, the Surviving Corporation Exchange Agent shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.5(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such previously representing Shares to be exchanged pursuant to the Merger (the "Certificates") shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent) and instructions for use thereof in effecting the surrender of the Certificates pursuant to such letter of transmittalCertificates. Upon surrender to the Paying Exchange Agent of a Certificatethe Certificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsrequested, the holder of such Certificate Exchange Agent shall be promptly deliver to the persons entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on thereto the Merger Consideration payable upon the surrender of any Certificate for the benefit in respect of the holder Shares represented by the Certificates, and the Certificates shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held in the treasury of such Certificate. the Company, by the Merger Sub or any subsidiary of the Purchaser and Dissenting Shares) evidencing Shares shall, after the Effective Time, be deemed to evidence only the right to receive the Merger Consideration. (c) If payment delivery of the Merger Consideration in respect of cancelled Shares is to be made to a person other than the person in whose name the a surrendered Certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such delivery or payment that the Certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such delivery or payment shall have paid all any transfer and other taxes required by reason of the such delivery or payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes tax either have has been paid or are is not applicable. In payable. (d) At the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyedEffective Time, the Paying Agent will issue in exchange for stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such lost, stolen Shares except as otherwise provided herein or destroyed certificate by law. No interest shall be paid or accrue on any portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent Consideration. (e) Notwithstanding anything to the payment thereofcontrary in this Section 2.7, give none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a bond in such sum as it may direct holder of Shares for any amount properly paid to a public official pursuant to any applicable property, escheat or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against thesimilar law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a Xxxxx Xxxxxx Shareholder Services or such other bank or trust company as shall be reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser Parent shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger ConsiderationPer Share Cash Amount. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's CorporationRatings Group, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittaltransmittal (or, if such Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent). Upon surrender to the Paying Agent of a CertificateCertificate (or, with respect to uncertificated Shares, such other evidence of record ownership as is required by the Paying Agent), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate (or uncertificated Share, as the case may be) shall be entitled to receive in exchange therefor the Merger Consideration Per Share Cash Amount for each Share formerly evidenced by such CertificateCertificate (or uncertificated Share, as the case may be), and such Certificate (or uncertificated Share, as the case may be) shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate (or uncertificated Share, as the case may be) for the benefit of the holder of such CertificateCertificate (or uncertificated Share, as the case may be). If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate (or uncertificated Share, as the case may be) is registered on the stock transfer books of the Company, it shall be a condition of payment to the holder of a Certificate that the Certificate so surrendered shall it be endorsed properly or or, with respect to Certificates and uncertificated Shares, otherwise be in proper form for transfer and that that, with respect to Certificates and uncertificated Shares, the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered thereof or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. (c) At any time following 90 days after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it) and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them (or, if such Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent), without any interest thereon. In Notwithstanding the event foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any certificate representing holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyeddestroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue shall pay in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with pursuant to this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theAgreement.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company to act as agent (the "Paying “Exchange Agent"”) for the holders of Shares in connection with the Merger to receive the funds Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Shares, (i) certificates representing shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to Section 1.6 and delivered pursuant to this Section 1.8 and (ii) cash funds sufficient to pay cash in lieu of fractional shares in accordance with this Section 1.8. Such shares of Parent Common Stock and Parent Preferred Stock, together with any dividends or distributions with respect thereto (as provided in Section 1.8(e)), and at such cash are referred to herein as the Effective Time Purchaser “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver the Parent Common Stock, Parent Preferred Stock and cash to be issued or paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock or Parent Preferred Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed after the deposit of such Exchange Fund with such Paying Agent an amount sufficient to pay respect thereto for the aggregate Merger Considerationaccount of persons entitled thereto. Such funds Any cash in the Exchange Fund shall be invested by the Paying Exchange Agent as directed by the Surviving CorporationEntity; provided, provided however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx’x Investors Services, Inc. or Standard & Poor's ’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of Edge in the amount of any such losses. (b) Promptly after the Effective Time and in any event not later than the fifth business day following the Effective Time, the Surviving Corporation Parent shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of an outstanding certificate or certificates (“Certificates”) that immediately prior to the Effective Time represented such holder’s Shares, or Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) represented by book-entry (“Book-Entry Shares”), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentExchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth therein, which shall be in customary form and agreed to by Parent and Edge prior to the Effective Time) and instructions for use in effecting the surrender of the Certificates pursuant to or, in the case of Book-Entry Shares, the surrender of such letter shares, in exchange for payment of transmittalthe Merger Consideration. Upon surrender to the Paying Exchange Agent of a CertificateCertificate or Book-Entry Shares for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and (ii) such Certificate or Book-Entry Shares shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate or Book-Entry Shares for the benefit of the holder of such CertificateCertificate or Book-Entry Shares. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the CompanyEdge, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Parent that such taxes Taxes either have been paid or are not applicable. In the event any certificate representing Shares Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyeddestroyed and, if required by Parent, the Paying posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue the Merger Consideration in exchange for such lost, stolen or destroyed certificate the Merger Consideration Certificate deliverable in respect thereof pursuant to this Agreement. Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Merger Consideration. (c) At any time following one year after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any funds and shares of Parent Common Stock and Parent Preferred Stock in the Exchange Fund that had been made available to the Exchange Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Exchange Agent in respect of all funds made available to it) and, thereafter, such holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar laws) only as determined general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates or Book-Entry Shares held by them. Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any applicable abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of Edge shall be closed and, thereafter, there shall be no further registration of transfers of Shares on the records of Edge. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by Applicable Law. (e) No dividends or other distributions with respect to Parent Common Stock or Parent Preferred Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares. Subject to the effect of Applicable Law: (i) at the time of the surrender of a Certificate or Book-Entry Shares for exchange in accordance with the provisions of this Article II; providedSection 1.8, howeverthere shall be paid to the surrendering holder, without interest, the person amount of dividends or other distributions (having a record date after the Effective Time but on or prior to whom the Merger Consideration is surrender and a payment date on or prior to surrender) not theretofore paid shall, as a condition precedent with respect to the payment thereof, give number of whole shares of Parent Common Stock or Parent Preferred Stock that such holder is entitled to receive (less the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against amount of any claim withholding Taxes that may be required with respect thereto); and (ii) at the appropriate payment date and without duplicating any payment made against theunder clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender) payable with respect to the number of whole shares of Parent Common Stock or Parent Preferred Stock that such holder receives (less the amount of any withholding Taxes that may be required with respect thereto). (f) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued in the Merger and, except as provided in this Section 1.8(f), no dividend or other distribution, stock split or interest shall relate to any such fractional share, and such fractional share shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of any fractional share of Parent Common Stock to which an Edge stockholder would otherwise be entitled (after taking into account all Certificates and Book-Entry Shares delivered by or on behalf of such holder), such holder, upon surrender of a Certificate or Book-Entry Shares as described in this Section 1.8, shall be paid an amount in cash (without interest) determined by multiplying (i) the Estimated Fractional Share Value by (ii) the fraction of a share

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at such funds shall hereinafter be referred to as the "Exchange Fund". The expenses of the Paying Agent shall not be paid from the Exchange Fund but shall be paid directly by the Surviving Corporation. Prior to the Effective Time Purchaser Time, Parent shall take all steps necessary to deposit or cause to be deposited with such the Paying Agent an amount sufficient to pay Agent, in trust for the benefit of the Company's stockholders, the aggregate Merger Consideration, in immediately available funds, for timely payment thereunder. Such funds If the amount of the cash in the Exchange Fund is insufficient to pay all of the amounts required to be paid pursuant to this Agreement, Parent, from time to time after the Effective Time, shall be invested by deposit in trust additional cash with the Paying Agent as sufficient to make all such payment. The Exchange 16 12 Fund shall not be used for any purpose that is not provided herein. The Paying Agent may invest, if so directed by Parent or the Surviving Corporation, provided the Exchange Fund in obligations of the United States government or any agency or instrumentality thereof, or in obligations that are guaranteed or insured by the United States government or an agency or instrumentality thereof. Any net profit resulting from, or interest or income produced by, such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelypayable to Parent on demand. (b) Promptly after the Effective TimeTime but in no event more than three (3) business days thereafter, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. In Each of the event Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from any certificate representing Shares shall have been lost, stolen or destroyed, upon amounts otherwise payable pursuant to this Agreement to any holder of a Certificate such amounts as it is required to deduct and withhold with respect to the making of an affidavit such payment under the Code, or any provisions of Law. To the extent that fact amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of a Certificate in respect of which such deduction and withholding was made by the person claiming such certificate Surviving Corporation, Parent or the Paying Agent, as the case may be. (c) At any time following the first anniversary of the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any 17 13 Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser ACo shall designate a bank or trust company reasonably satisfactory to TPC to act as agent (the "Paying AgentPAYING AGENT") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a). Immediately prior to the Effective Time, PHI shall cause ACo to have sufficient funds to deposit, and at shall cause ACo to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of shares outstanding immediately prior to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay (other than Shares owned by PHI or ACo and Dissenting Shares) and (ii) the aggregate Merger ConsiderationPer Share Amount. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided PROVIDED, HOWEVER, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); PROVIDED, HOWEVER, that no loss on any investment made pursuant to this Section 2.9 shall relieve PHI or the Surviving Corporation of its obligation to pay the Per Share Amount for each Share outstanding immediately prior to the Effective Time. (b) Promptly after the Effective Time, PHI shall cause the Surviving Corporation shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.6(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "CertificatesCERTIFICATES") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the CompanyTPC, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In The Surviving Corporation shall pay all charges and expenses, including those of the event Paying Agent, in connection with the distribution of the Merger Consideration. (c) At any certificate representing Shares time following the third month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it) and, howeverthereafter, the person such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of TPC shall be made against theclosed and, thereafter, there shall be no further registration of transfers of Shares on the records of TPC. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall will designate a bank or trust company selected by it to act as agent (the "Paying Agent") for the holders of Shares Shareholders in connection with the Merger (the "EXCHANGE AGENT") to receive the funds necessary to make the payments contemplated by Section 2.6 which bank or trust company will be located in the United States and have capital surplus and undivided profits exceeding $500,000,000. When and as needed, Parent will make available to the Exchange Agent for the benefit of the Shareholders the aggregate consideration to which holders of Shares shall become the Shareholders will be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelySection 2.6(a). (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.6(a) (the "CERTIFICATES") may thereafter surrender such Certificate or Certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such Certificate or Certificates on such holder's behalf for a period ending one year after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at . Parent agrees that promptly after the Effective Time, a holder of record of Shares entitled to receive Time it will cause the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title distribution to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery Shareholders as of the Certificates Effective Time of appropriate materials to the Paying Agent) and instructions for use in effecting facilitate such surrender. Upon the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificatefor cancellation, together with such letter of transmittalmaterials, duly completed and validly executed in accordance with Parent will cause the instructions thereto, and such other documents as may be required pursuant Exchange Agent to such instructions, promptly pay the holder of such Certificate shall be entitled to receive Certificates in exchange therefor cash in an amount equal to the Merger Consideration for each Share formerly evidenced multiplied by the number of Shares represented by such Certificate. Until so surrendered, and each such Certificate shall then (other than certificates representing Dissenting Shares and certificates representing Shares to be cancelled. No interest shall accrue or be paid on canceled pursuant to Section 2.6(b)) will represent solely the right to receive the aggregate Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. relating thereto. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall will be a condition of to such payment that the Certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes tax either have has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of Shares outstanding prior to the Effective Time or otherwise issuable pursuant to Rights on the records of the Company. If, after the Effective Time, Certificates are not applicablepresented to the Surviving Corporation, they will be canceled and exchanged for cash as provided in Section 2.6(a), except as provided in Sections 2.6(b) and 2.7. No interest will accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which represented Shares outstanding prior to the Effective Time or otherwise issuable pursuant to Rights. (e) Promptly following the date which is one year after the Effective Time, the Exchange Agent will deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties will terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration thereof, and Parent will and will cause the Surviving Corporation to promptly pay, the aggregate Merger Consideration relating thereto without any interest or dividends thereon. (f) The Merger Consideration will be net to the holder of Shares in cash, subject to reduction only for any applicable federal back-up withholding or, as set forth in Section 2.8(c), stock transfer taxes payable by such holder. (g) In the event any certificate representing Shares shall have Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedSection 2.6, however, provided that the person Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a written indemnity agreement in form and substance reasonably satisfactory to the Surviving Corporation and, if reasonably deemed advisable by the Surviving Corporation, a bond in such sum as it the Surviving Corporation may reasonably direct or otherwise to indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against thethe Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) 5.9.1. Prior to the Effective Time, Purchaser the Company and TNF shall mutually designate a bank or trust company to act as agent (the "Paying Agent") ------------ for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration5.6.1. Such ------------- funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of of, or guaranteed by by, the United States of America America, or of any agency thereof thereof, and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) 5.9.2. Promptly after the Effective Time, the Surviving Corporation or the Company, as the case may be, shall cause to be mailed to each person Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) 5.6.1 hereof, a form of letter of ------------- transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall ------------ pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then thereupon be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered surrendered, or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. 5.9.3. In At any time following the event any certificate representing Shares sixth month following the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holder of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificate held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may be made against theabandoned property, escheat or other similar law. 5.9.4. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein (including pursuant to Section 5.6.4) or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to Promptly following the Effective Time, Purchaser Parent shall designate make available to the Surviving Corporation for deposit with a bank or trust company designated by Parent before the date of acceptance of Shares for payment pursuant to act as agent the Offer and reasonably acceptable to the Company (the "Paying Agent") for ), a cash amount equal to the holders of Shares in connection with the aggregate Merger to receive the funds Consideration to which holders of Shares shall become be entitled pursuant upon consummation of the Merger, to Section 2.06(a), be held for the benefit of and at the Effective Time Purchaser shall deposit distributed to such holders in accordance with such this Section. The Paying Agent an amount sufficient shall hold such funds (the "Payment Fund") for delivery as contemplated by this Section and upon such additional terms as may be agreed upon by the Paying Agent, the Company and Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the aggregate Merger Consideration. Such funds cash amounts to which holders of Shares shall be invested by entitled under the Paying Agent as directed by terms of this Agreement, Parent shall in any event remain liable, and shall make available to the Surviving CorporationCorporation additional funds, for the payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided that in this Agreement. Earnings on the Payment Fund, if any, shall belong solely to the Surviving Corporation and holders of Shares shall have no right to such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyearnings. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder's Certificates because such Certificates have been lost, stolen stolen, mutilated or destroyed, upon such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. Each of Parent, Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of Shares such amount as it is required to deduct and withhold with respect to the making of an affidavit such payment under the Code or any applicable Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of that fact by this Agreement as having been paid to the person claiming holder of the Shares in respect of which such certificate deduction and withholding was made. (c) At any time following the ninth month after the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, the Merger Consideration deliverable remainder of the Payment Fund and all interest and other income received by the Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look solely to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar Laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar Law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying AgentPAYING AGENT") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares such shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares shares (the "CertificatesCERTIFICATES") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes Taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such share to a manner satisfactory public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the Shares shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable law. (e) The Surviving Corporation, Parent and Purchaser shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the consideration otherwise payable in the Merger to any holder of Shares such amounts as it against any claim is required to deduct and withhold with respect to Taxes. To the extent that may amounts are so withheld, such withheld amounts shall be made against thetreated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate desig- nate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares (including former holders of Company Purchase Plan Options who become holders of Shares immediately prior to the Effective Time pur- suant to Section 2.5(d)) shall become entitled pursuant to Section 2.06(aSec- tion 2.4(b). Purchaser will make available to the Paying Agent, and at as needed, the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient Merger Consideration to pay be paid in re- spect of the aggregate Merger ConsiderationShares (the "Fund"). Such funds The Fund shall be invested by the Paying Agent as directed by Parent. The Paying Agent shall make the Surviving Corporation, payments provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelySections 2.4(b). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.4(b) a form of letter of transmittal (which shall specify that delivery de- livery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Share Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions instruc- tions thereto, and such other documents as may be required pursuant pur- suant to such instructions, the holder of such Certificate Share Certifi- cate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall then be cancelled. Until so surrendered, each such Share Certificate shall, at and after the Effective Time, represent for all pur- poses, only the right to receive such Merger Consideration. No interest shall accrue or be paid on to any beneficial owner of Shares or any holder of any Share Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Share Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Share Certificate is registered on the stock transfer trans- fer books of the Company, it shall be a condition of payment that the Share Certificate so surrendered shall be endorsed properly in blank or to the Paying Agent or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Share Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Corpora- tion that such taxes either have been paid or are not applicable. In applica- ble. (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any portion of the Fund which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined of all amounts held in accordance with this Article II; providedthe Fund or other funds made available to it), however, the person and thereafter each such holder shall be en- titled to whom the Merger Consideration is paid shall, as a condition precedent look only to the payment thereof, give the Surviving Corporation a bond in (subject to abandoned property, escheat and other similar laws), and only as general creditors thereof, with respect to any Merger Con- sideration that may be payable upon due surrender of the Share Certificates held by such sum as it may direct or otherwise indemnify holder. The foregoing notwithstand- ing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consid- eration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may be made against theabandoned property, escheat or other similar law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "“Paying Agent"”) for the holders of Shares in connection with the Merger and Company Stock Options to receive the funds to which holders of Shares and Company Stock Options shall become entitled pursuant to Section 2.06(a)3.06(a) and Section 3.07, and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Considerationrespectively. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation; provided, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx’x Investors Service, Inc. or Standard & Poor's ’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "“Certificates"”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder’s Certificates because such Certificates have been lost, stolen mutilated or destroyed, upon such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. Each of Parent, Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of Shares such amount as it is required to deduct and withhold with respect to the making of an affidavit such payment under the Code or any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of that fact by this Agreement as having been paid to the person claiming holder of the Shares in respect of which such certificate deduction and withholding was made. (c) At any time following the ninth (9th) month after the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law. (e) All amounts payable by the Surviving Company in respect of Option Payments and Restricted Stock Unit Payments shall be paid as provided in Sections 3.07 and 3.08, respectively, above.

Surrender of Shares; Stock Transfer Books. (a) Prior to As of ----------------------------------------- the Effective Time, Purchaser shall designate deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent (the "Paying ------ Agent") ), for the holders benefit of Shares the Holders, for payment in connection accordance with this ----- Article II, through the Merger Paying Agent, cash in an amount equal to receive the funds sum of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"). The Paying Agent an amount sufficient shall, pursuant to pay ------------ irrevocable instructions, deliver the aggregate Merger Considerationcash contemplated to be paid pursuant to this Article II out of the Payment Fund. Such funds The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's CorporationRating Services, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section Sections 2.06(a) and 2.06(b) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon ------------ proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares first anniversary of the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to Holders (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such Holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the Holders outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Paying Agent") to receive the funds Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a). When and as needed, and at Parent or Purchaser will make available to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient funds to pay the aggregate Merger Considerationmake all payments pursuant to Section 2.9(b). Such funds shall be invested by the Paying Agent as directed by Purchaser or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a holder of record of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a) "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced represented by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such CertificateCertificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. In . (c) At any time following one year after the event any certificate representing Shares Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such lostholders shall be entitled to look to the Surviving Corporation (subject to abandoned property, stolen escheat or destroyed certificate other similar laws) only as general creditors thereof with respect to the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedpayable upon due surrender of their Certificates. Notwithstanding the foregoing, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a bond in Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such sum Shares except as it may direct otherwise provided for herein or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theby applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as paying agent in the Merger (the "“Paying Agent"”) for the holders of Shares in connection with the Merger to receive the funds necessary to which holders of Shares shall become entitled pursuant to make the payments contemplated by Section 2.06(a), and at the Effective Time Purchaser . Parent shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by Consideration with the Paying Agent as directed by at or prior to the Surviving CorporationEffective Time. Parent shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this paragraph. Any net profits resulting from, provided that or interest or income produced by, such investments shall be in obligations of or guaranteed payable as directed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyParent. (b) Promptly As soon as reasonably practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates (or shares in book-entry form) that immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a“Certificates”) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent and shall be in a form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalin exchange for the Merger Consideration as provided in Section 2.06(a). Upon surrender of a Certificate for cancellation to the Paying Agent of a CertificateAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced amount of cash, without interest, into which the Shares theretofore represented by such Certificate, and such Certificate shall then have been converted pursuant to Section 2.06(a), and the Certificate so surrendered shall forthwith be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. canceled. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. If a mutilated Certificate is surrendered to the Paying Agent or if the holder of a Certificate submits an affidavit to the Paying Agent stating that the Certificate has been lost, destroyed or wrongfully taken, such holder shall, if required by Parent, furnish an indemnity bond sufficient in the reasonable judgment of Parent to protect Parent, the Surviving Corporation and the Paying Agent from any loss that such taxes either have been paid or are not applicable. In any of them may suffer. (d) Promptly following the event any certificate representing Shares shall have been lost, stolen or destroyed, upon date which is six months after the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyedEffective Time, the Paying Agent will issue shall deliver to Parent all cash, certificates and other documents in exchange its possession relating to the transactions contemplated hereby, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares to be canceled pursuant to Section 2.06(b)) shall look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) and only as general creditors thereof, with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by such holder. Notwithstanding the foregoing, none of Parent, Purchaser, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (e) Parent (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such lostdeduction and withholding was made by the Parent or the Paying Agent. (f) All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, stolen or destroyed certificate the stock transfer books of the Company shall be closed and thereafter there shall not be any further registration of transfers of Shares that were outstanding immediately prior to the Effective Time on the records of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration deliverable as provided in respect thereof as determined in accordance with Section 2.06(a) and this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theSection 2.08.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, Purchaser the Company shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds necessary to make the payments contemplated by Section 1.6(a). The Surviving Corporation shall, from time to time, deposit, or cause to be deposited, in trust with the Exchange Agent for the benefit of holders of Shares, funds in amounts and at times necessary for the payments under Section 1.8(b) to which such holders of Shares shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger ConsiderationSection 1.6(a). Such funds shall be invested by the Paying Exchange Agent as directed by the Surviving Corporation. Any net profits resulting from, provided that or interest or income produced by, such investments shall be in obligations of or guaranteed payable as directed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Surviving Corporation, respectively. (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 1.6(a) may thereafter surrender such certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such certificate or certificates on such holder's behalf for a period ending six months after the Effective Time. The Surviving Corporation agrees that promptly after the Effective Time it shall cause the distribution to holders of record of Shares as of the Effective Time of appropriate materials to facilitate such surrender. Upon the surrender of certificates representing the Shares, the Surviving Corporation shall cause the Exchange Agent to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, pay the holder of such Certificate shall be entitled to receive certificates in exchange therefor cash in an amount equal to the Merger Consideration for each Per Share formerly evidenced Amount multiplied by the number of Shares represented by such Certificatecertificate or certificates. Until so surrendered, and each such Certificate shall then be cancelled. No interest shall accrue or be paid on certificate (other than certificates representing shares of Company Common Stock in the Merger Consideration payable upon the surrender of any Certificate for the benefit treasury of the holder of such Certificate. Company) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes tax either has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, certificates for Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in Section 1.6(a). No interest shall accrue or be paid on any cash payable upon the surrender of a certificate or certificates which immediately before the Effective Time represented outstanding Shares. (e) Promptly following the date which is six months after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate representing Shares may surrender such certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration thereof the aggregate Per Share Amount relating thereto, without any interest or dividends thereon. (f) None of the Company, the Surviving Corporation or the Exchange Agent, or any employee, officer, director, agent or affiliate thereof, shall be liable to any Person in respect of cash delivered by the Exchange Agent to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) All cash paid upon the surrender for exchange of a certificate or certificates representing Shares in accordance with the terms of this Article I shall be deemed to have been paid or are not applicable. In in full satisfaction of all rights pertaining to the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact exchanged for cash theretofore represented by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue certificates. (h) The Per Share Amount paid in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable shall be net to the holder of Shares in respect thereof as determined in accordance with this Article II; providedcash, however, the person subject to whom the Merger Consideration is paid shallreduction only for any applicable Federal back-up withholding or, as a condition precedent to the payment thereofset forth in Section 1.8(c), give the Surviving Corporation a bond in stock transfer taxes payable by such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theholder.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company Company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Paying Agent") to receive ------------ the funds necessary to which make the payments contemplated by Section 2.1(a). At the Effective Time, the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger ConsiderationSection 2.1(a). Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent as directed by to holders of the Surviving Corporation, provided that Shares. Earnings from such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof sole and backed by the full faith and credit exclusive property of the United States Purchaser and the Surviving Corporation and no part thereof shall accrue to the benefit of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythe holders of the Shares. (b) Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation Paying Agent shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares entitled (the "Certificates"), whose Shares were converted pursuant to ------------ Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.06(a(i) a form of letter of transmittal (which shall specify that delivery shall be effected, effected and that the risk of loss of and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may specify) and (ii) instructions for use in effecting the surrender of Certificates in exchange for payment of the Certificates pursuant to such letter of transmittalMerger Consideration (together, the "Transmittal Documents"). --------------------- Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificateor to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced represented by such Certificate, and such the Certificate so surrendered shall then forthwith be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. In Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the event any certificate Effective Time to represent only the right to receive the Merger Consi- deration in cash as contemplated by this Section 2.3. Upon the surrender of Certificates in accordance with the terms and instructions contained in the Transmittal Documents, the Purchaser shall cause the Paying Agent to pay the holder of such certificates in exchange therefor cash in an amount equal to the Merger Consideration multiplied by the number of Shares represented by such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by the Purchaser or in the treasury of the Company). (c) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of the Shares 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 are presented to the Surviving Corporation, they shall be cancelled and exchanged for cash as provided in this Article II. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyed, the Paying Agent will issue Surviving Corporation shall pay or cause to be paid in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom for Shares represented thereby. When authorizing such payment of the Merger Consideration is paid shallin exchange therefor, the board of directors of the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against thethe Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. (e) Promptly following the date which is six months after the Effective Time, the Surviving Corpora- tion shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the transactions contemplated hereby, which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) The Merger Consideration paid in the Merger shall be net to the holder of Shares in cash, subject to reduction only for any applicable Federal withholding taxes or, as set forth in Section 2.3(b), stock transfer taxes payable by such holder.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Paying Agent") to receive the funds necessary to which make the payments contemplated by Section 2.1(c). At the Effective Time, the Purchaser shall deposit, or cause to be deposited, immediately available funds in trust with the Paying Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger ConsiderationTime. Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent as directed by to holders of the Surviving Corporation, provided that such investments shall be Shares in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by receiving the highest investment grade rating from both Moodx'x Xxxestors ServiceServices, Inc. or and Standard & Poor's Corporation, respectivelyor in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $100,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of Shares who have validly tendered their Shares pursuant to the Offer. Earnings from Permitted Investments shall be the sole and exclusive property of the Purchaser and the Surviving Corporation and no part thereof shall accrue to the benefit of the holders of the Shares. Such funds held by the Paying Agent shall not be used for any purpose except as expressly provided in this Agreement. (b) Promptly As soon as reasonably practicable after the Effective TimeTime (and in any event within five (5) business days), the Surviving Corporation Paying Agent shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares entitled (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.06(aConsideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, effected and that the risk of loss of and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, pass only upon proper delivery of the Certificates to the Paying AgentAgent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Certificates in exchange for payment of the Certificates pursuant to such letter of transmittalMerger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate for cancellation to the Paying Agent of a CertificateAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced represented by such Certificate, and such the Certificate so surrendered shall then forthwith be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2. Upon the surrender of Certificates in accordance with the terms and instructions contained in the Transmittal Documents, the Purchaser shall cause the Paying Agent to pay the holder of such Certificates in exchange therefor cash in an amount equal to the Merger Consideration multiplied by the number of Shares represented by such Certificate (other than Certificates representing Shares held by the Purchaser or in the treasury of the Company). In the event that any certificate representing Shares Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate holder thereof the Merger Consideration deliverable in respect thereof as determined in accordance with this Article IIfor the Shares represented by such Certificate; provided, however, that Parent or the person to whom Paying Agent may, in their discretion, require delivery of a reasonable and customary bond or indemnity by the Merger Consideration is paid shallholder of such Shares. (c) At the Effective Time, as a condition precedent the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of any shares of capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of the Shares outstanding immediately prior to the payment thereofEffective Time shall cease to have any rights with respect to such Shares, give except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for cash as provided in this Article II. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (d) Promptly following the date which is one year after the Effective Time, the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify shall be entitled to require the Surviving Corporation in a manner satisfactory to it against any claim that may be made against thePaying

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper ------------ delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger -------- ------- Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against thethe Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it) and, thereafter, such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, Purchaser the Company shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds necessary to which make the payments contemplated by Section 2.6. Parent shall, from time to time, deposit, or cause to be deposited, in trust with the Exchange Agent for the benefit of holders of Shares funds in amounts and at times necessary for the payments under Section 2.8(b) to which such holders shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger ConsiderationSection 2.6. Such funds shall be invested by the Paying Exchange Agent as directed by the Surviving CorporationParent. Any net profits resulting from, provided that or interest or income produced by, such investments shall be in obligations of or guaranteed payable as directed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyParent. (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.6(a) may thereafter surrender such certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such certificate or certificates on such holder's behalf for a period ending six months after the Effective Time. Purchaser agrees that promptly after the Effective Time it shall cause the distribution to holders of record of Shares as of the Effective Time of appropriate materials to facilitate such surrender. Upon the surrender of certificates representing the Shares, Parent shall cause the Exchange Agent to pay the holder of such certificates in exchange therefor cash in an amount equal to the Per Share Amount multiplied by the number of Shares represented by such certificate. Until so surrendered, each such certificate (other than certificates representing Dissenting Shares and certificates representing Shares held by Parent or in the treasury of the Company) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (c) If payment of cash in respect of canceled Shares is to be made to a Person other than the Person in whose name a surrendered certificate or instrument is registered, it shall be a condition to such payment that the certificate or instrument so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument surrendered or shall have established to the satisfaction of Parent or the Exchange Agent that such tax either has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, certificates for Shares are presented to the Surviving Corporation shall cause to be mailed to each person who wasCorporation, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery they shall be effected, canceled and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions exchanged for use cash as provided in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledSection 2.6(a). No interest shall accrue or be paid on the Merger Consideration any cash payable upon the surrender of a certificate or certificates which immediately before the Effective Time represented outstanding Shares. (e) Promptly following the date which is six months after the Effective Time, the Exchange Agent shall deliver to Parent all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate representing Shares (other than certificates representing Dissenting Shares and certificates representing Shares held by Parent or in the treasury of the Company) may surrender such certificate to Parent and (subject to applicable abandoned property, escheat and similar laws) receive in consideration thereof the aggregate Per Share Amount relating thereto, without any Certificate for interest or dividends thereon. (f) The Per Share Amount paid in the benefit of Merger shall be net to the holder of such Certificate. If payment of the Merger Consideration is Shares in cash, subject to be made to a person other than the person reduction only for any applicable federal back-up withholding or, as set forth in whose name the surrendered Certificate is registered on the Section 2.8(c), stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting taxes payable by such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theholder.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a). Immediately prior to the Effective Time, Parent shall cause Surviving Corporation to have sufficient funds to deposit, and at shall cause Surviving Corporation to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of shares outstanding immediately prior to the Effective Time (other than Shares owned by Parent or Purchaser shall deposit with such Paying Agent an amount sufficient and Shares as to pay which dissenters' rights have been exercised as of the aggregate Merger ConsiderationEffective Time) and (ii) the Per Share Amount. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceServices, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.09 shall relieve Parent or the Surviving Corporation of its obligation to pay the Per Share Amount for each Share outstanding immediately prior to the Effective Time. (b) Promptly after the Effective Time, Parent shall cause the Surviving Corporation shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In The Surviving Corporation shall pay all charges and expenses, including those of the event Paying Agent, in connection with the distribution of the Merger Consideration. (c) At any certificate representing Shares time following the third month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it) and, howeverthereafter, the person such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At Effective Time, the stock transfer books of the Company shall be made against theclosed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Merger Sub shall designate a bank or trust company to act as agent for the holders of shares of Company Common Stock in connection with the Merger (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares such shares shall become entitled pursuant to Section 2.06(a2.6(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided PROVIDED that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a holder an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of record of Shares entitled to receive Company Common Stock (the Merger Consideration pursuant to Section 2.06(a) "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share formerly evidenced represented by such Certificate, Certificate and such Certificate shall then be cancelled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such CertificateCertificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes tax either have has been paid or are is not applicable. In . (c) At any time following six months after the event any certificate representing Shares Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates and, thereafter, such lostholders shall be entitled to look to the Surviving Corporation (subject to abandoned property, stolen escheat or destroyed certificate other similar laws) only as general creditors thereof with respect to the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedpayable upon due surrender of their Certificates. Notwithstanding the foregoing, however, neither the person Surviving Corporation nor the Paying Agent shall be liable to whom any holder of a Certificate for the Merger Consideration is paid shalldelivered to a public official pursuant to any applicable abandoned property, as a condition precedent escheat or similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares outstanding immediately prior to the payment thereof, give the Surviving Corporation a bond in Effective Time shall cease to have any rights with respect to such sum shares except as it may direct otherwise provided for herein or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theby applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a)Merger Consideration, and at or immediately following the Effective Time Time, Parent shall take all steps necessary to cause the Purchaser shall deposit to have sufficient funds to be able to provide the Exchange Agent with such Paying Agent an amount sufficient the funds necessary to pay make the aggregate Merger Consideration. Such funds shall be invested payments contemplated by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythis Article II. (b) Promptly after the Effective Time, the Surviving Corporation Exchange Agent shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.5(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such previously representing Shares to be exchanged pursuant to the Merger (the "Certificates") shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent) and instructions for use thereof in effecting the surrender of the Certificates pursuant to such letter of transmittalCertificates. Upon surrender to the Paying Exchange Agent of a Certificatethe Certificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions 7 thereto, and such other documents as may be required pursuant to such instructionsrequested, the holder of such Certificate Exchange Agent shall be promptly deliver to the persons entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on thereto the Merger Consideration payable upon the surrender of any Certificate for the benefit in respect of the holder Shares represented by the Certificates, and the Certificates shall forthwith be canceled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held in the treasury of such Certificate. the Company, by the Purchaser or any subsidiary of the Purchaser and Dissenting Shares) evidencing Shares shall, after the Effective Time, be deemed to evidence only the right to receive the Merger Consideration. (c) If payment delivery of the Merger Consideration in respect of canceled Shares is to be made to a person other than the person in whose name the a surrendered Certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such delivery or payment that the Certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such delivery or payment shall have paid all any transfer and other taxes required by reason of the such delivery or payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes tax either have has been paid or are is not applicable. In payable. (d) At the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyedEffective Time, the Paying Agent will issue in exchange for stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such lost, stolen Shares except as otherwise provided herein or destroyed certificate by law. No interest shall be paid or accrue on any portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent Consideration. (e) Notwithstanding anything to the payment thereofcontrary in this Section 2.7, give none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a bond in such sum as it may direct holder of Shares for any amount properly paid to a public official pursuant to any applicable property, escheat or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against thesimilar law.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, Purchaser the Company shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds necessary to which make the payments contemplated by Section 2.6. Parent shall, from time to time, deposit, or cause to be deposited, in trust with the Exchange Agent for the benefit of holders of Shares funds in amounts and at times necessary for the payments under Section 2.8(b) to which such holders shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger ConsiderationSection 2.6. Such funds shall be invested by the Paying Exchange Agent as directed by the Surviving CorporationParent. Any net profits resulting from, provided that or interest or income produced by, such investments shall be in obligations of or guaranteed payable as directed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyParent. (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.6(a) may thereafter surrender such certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such certificate or certificates on such holder's behalf for a period ending six months after the Effective Time. Purchaser agrees that promptly after the Effective Time it shall cause the distribution to holders of record of Shares as of the Effective Time of appropriate materials to facilitate such surrender. Upon the surrender of certificates representing the Shares, Parent shall pay or cause the Exchange Agent to pay the holder of such certificates in exchange therefor cash in an amount equal to the Per Share Amount multiplied by the number of Shares represented by such certificate. Until so surrendered, each such certificate (other than certificates representing Dissenting Shares and certificates representing Shares held by Parent, or in the treasury of the Company or by a Subsidiary (as defined below) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (c) If payment of cash in respect of canceled Shares is to be made to a Person other than the Person in whose name a surrendered certificate or instrument is registered, it shall be a condition to such payment that the certificate or instrument so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument surrendered or shall have established to the satisfaction of Parent or the Exchange Agent that such tax either has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, certificates for Shares are presented to the Surviving Corporation shall cause to be mailed to each person who wasCorporation, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery they shall be effected, canceled and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions exchanged for use cash as provided in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledSection 2.6(a). No interest shall accrue or be paid on the Merger Consideration any cash payable upon the surrender of a certificate or certificates which immediately before the Effective Time represented outstanding Shares. (e) Promptly following the date which is six months after the Effective Time, the Exchange Agent shall deliver to Parent all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate representing Shares (other than certificates representing Dissenting Shares and certificates representing Shares held by Parent or in the treasury of the Company or by a Subsidiary) may surrender such certificate to the Surviving Corporation or Parent and (subject to applicable abandoned property, escheat and similar laws) shall be entitled to receive in consideration thereof the aggregate Per Share Amount relating thereto, without any Certificate for interest or dividends thereon. (f) The Per Share Amount paid in the benefit of Merger shall be net to the holder of such Certificate. If payment of the Merger Consideration is Shares in cash, subject to be made to a person other than the person reduction only for any applicable federal back-up withholding or, as set forth in whose name the surrendered Certificate is registered on the Section 2.8(c), stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting taxes payable by such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theholder.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at the Effective Time . Purchaser shall deposit or shall cause to be deposited with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent in a separate fund established for the benefit of the holders of Shares, for payment in accordance with this Article III, through the Paying Agent (the "Payment Fund"), immediately available funds in amounts necessary to make the payments pursuant to Section 3.06(a) to holders of Shares (other than the Company or any Subsidiary or Parent, Purchaser or any other subsidiary of Parent, or holders of Dissenting Shares). The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund. The Paying Agent shall invest portions of the Payment Fund as directed by the Surviving Corporation, provided that such investments shall be Parent directs in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Servicereceiving the highest investment grade rating from both Xxxxx'x Investors Services, Inc. or and Standard & Poor's Corporation, respectivelyor in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of the Shares entitled thereto as contemplated by this Section. All earnings on Permitted Investments shall be the sole and exclusive property of Parent and no part of the earnings shall accrue to the benefit of holders of Shares. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled, Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the reasonable satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. . (c) In the event that any certificate representing Shares Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyedholder thereof, the Paying Agent will issue cash consideration payable with respect thereto pursuant to Section 3.06; provided, however, that Parent may, in exchange for its reasonable discretion and as a condition precedent to the issuance of such cash, require the owner of such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person Certificates to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation deliver a bond in such sum as it may reasonably direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against theParent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed. (d) At any time following the 180th day after the Effective Time, Purchaser shall no longer be required to retain the Paying Agent and the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (e) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(aSections 1.06(a) and (b), and at . At the Effective Time Time, Purchaser shall deposit cause to be deposited with such the Paying Agent an amount sufficient to pay in immediately available funds the aggregate amount of the Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital surplus and undivided profits aggregating in excess of $50 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Common Stock Merger Consideration and/or Preferred Stock Merger Consideration pursuant to Section 2.06(a1.06(a) or (b), as applicable, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Common Stock Merger Consideration and/or Preferred Stock Merger Consideration, as the case may be, for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Common Stock Merger Consideration or the Preferred Stock Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Common Stock Merger Consideration and/or Preferred Stock Merger Consideration, as the case may be, is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Common Stock Merger Consideration and/or Preferred Stock Merger Consideration, as the case may be, to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company Continental Stock Transfer and Trust Co. to act as paying agent in the Merger (the "Paying Agent") for the holders of Shares in connection with the Merger and to receive the funds necessary to make the payments contemplated by Section 1.06(a). Parent shall, at or prior to the Effective Time, make available or cause to be made available to the Paying Agent cash in amounts necessary for the payment of the Merger Consideration under Section 1.08(b) to which holders of Shares shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger ConsiderationSection 1.06(a). Such funds shall be invested by the Paying Agent as directed by the Surviving CorporationParent. Any net profits resulting from, provided that or interest or income produced by, such investments shall be in obligations of or guaranteed payable as directed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyParent. (b) Promptly As soon as reasonably practicable after the Effective Time, but in no event later than five (5) Business Days thereafter, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a"Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalin exchange for the Merger Consideration as provided in Section 1.06(a). Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificateor to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor for such Certificate the Merger Consideration for each Share formerly evidenced by such CertificateConsideration, and such the Certificate so surrendered shall then immediately be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. canceled. (c) If payment of the Merger Consideration in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent or the Paying Agent that such tax either has been paid or is not payable. If a mutilated Certificate is surrendered to the Paying Agent or if the holder of a Certificate submits an affidavit to the Paying Agent stating that the Certificate has been lost, destroyed or wrongfully taken, such holder shall, if required by Parent, furnish an indemnity bond sufficient in the reasonable judgment of Parent to protect Parent, the Surviving Corporation and the Paying Agent from any loss that such taxes either have been paid or are not applicableany of them may suffer. In Until surrendered as contemplated by this Section 1.08, each Certificate shall be deemed at any time after the event any certificate representing Shares shall have been lostEffective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 1.08, stolen or destroyed, upon without interest thereon. (d) Promptly following the making of an affidavit of that fact by date which is one year after the person claiming such certificate to be lost, stolen or destroyedEffective Time, the Paying Agent will issue shall deliver to Parent all cash, certificates and other documents in exchange for its possession relating to the transactions contemplated by this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares to be canceled pursuant to Section 1.06(b)) shall look only to the Parent (subject to abandoned property, escheat or other similar Laws), and only as general creditors thereof, with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by such lostholder, stolen without any interest thereon. Notwithstanding the foregoing, none of Parent, Acquisition Sub, the Surviving Corporation or destroyed certificate the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates have not been surrendered prior to the third anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (e) Parent (or any Affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration deliverable otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect thereof as determined of which such deduction and withholding was made by the Parent or the Paying Agent. (f) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Article II; provided, howeverI shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates. At the Effective Time, the person stock transfer books of Company shall be closed and thereafter there shall not be any further registration of transfers of Shares that were outstanding immediately prior to whom the Effective Time on the records of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond provided in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theSection 1.06(a) and this Section 1.08.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Purchasers shall designate a bank or trust company (which bank or trust company shall be reasonably acceptable to the Company) to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceServices, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation or the Company, as the case may be, shall cause to be mailed to each person Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) 3.06(a), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent deliver to it any funds which had been made available to the payment thereofPaying Agent and not disbursed to holders of Shares (including, give without limitation, all interest and other income received by the Paying Agent in 18 10 respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company reasonably satisfactory to XETA to act as agent (the "Paying “Exchange Agent"”) for the holders of Common Shares in connection with the Merger to receive the funds Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 2.06(a), and at 1.6. At or prior to the Effective Time Purchaser Time, Parent shall deposit with such Paying the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent an amount sufficient in accordance with this Article I, the cash necessary to pay to the aggregate holders of the Common Shares converted into the right to receive Merger ConsiderationConsideration (the “Exchange Fund”). Such funds The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Paying Exchange Agent as directed by the Surviving Corporation; provided, provided however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx’x Investors Services, Inc. or Standard & Poor's ’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such losses. (b) Promptly after the Effective Time, Time and in any event not later than the Surviving Corporation shall cause to be mailed to each person who was, at fifth business day following the Effective Time, a the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Common Shares entitled (the “Certificates”), and to each holder of record of uncertificated Common Shares (the “Uncertificated Shares”), in each case whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.06(a1.6, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Certificates or the Uncertificated Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates or the transfer of the Uncertificated Shares to the Paying AgentExchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting surrendering the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration. Each holder of Common Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Common Shares represented by a Certificate or Uncertificated Share, upon (A) surrender of the Certificates pursuant to such letter of transmittal. Upon surrender a Certificate for cancellation to the Paying Agent of a CertificateExchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to by the Exchange Agent, or (B) receipt of an “agent’s message” by the Exchange Agent (or such instructionsother evidence, if any, of transfer as the holder Exchange Agent may reasonably request), in the case of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelleda book-entry transfer of Uncertificated Shares. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If Upon payment of the Merger Consideration pursuant to the provisions of this Article I, each Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. In the event of a transfer of ownership of Common Shares that is to not registered in the transfer records of XETA, payment may be made to a person (as defined in Section 8.4(f)) other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered or the Uncertificated Shares so transferred is registered if such Certificate shall be properly endorsed properly or otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and that the person requesting such payment issuance shall have paid all pay any transfer and or other taxes Taxes (as defined in Section 2.13) required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Shares or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Each Certificate and each Uncertificated Share (other than Certificates or Uncertificated Shares representing Appraisal Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 1.8 the Merger Consideration into which the Common Shares shall have been converted pursuant to Section 1.6. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article I. (c) The Merger Consideration paid upon the surrender for exchange of Certificates or transfer of Uncertificated Shares in accordance with the terms of this Article I shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Shares theretofore represented by such Certificates or Uncertificated Shares, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by XETA on such Common Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of XETA of the Common Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article I, except as otherwise provided by Applicable Law. (d) Any portion of the Exchange Fund that such taxes either remains undistributed to the holders of Certificates or Uncertificated Shares for one year after the Effective Time shall be delivered to Parent, upon demand, and any holders of Certificates or Uncertificated Shares who have not theretofore complied with this Article I shall thereafter look only to Parent for payment of their claim for Merger Consideration. (e) None of Parent, Sub, the Surviving Corporation, XETA or the Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate or Uncertificated Share shall not have been paid surrendered immediately prior to such date on which any amounts payable pursuant to this Article I would otherwise escheat to or are not applicable. In become the event property of any certificate representing Shares Governmental Authority (as defined in Section 8.4(e)), any such amounts shall, to the extent permitted by Applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyeddestroyed and, if required by Parent, the Paying posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed certificate Certificate the applicable Merger Consideration deliverable in with respect thereof as determined in accordance with thereto pursuant to this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theAgreement.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company Zions Bank to act as agent (the "Paying “Exchange Agent"”) for the holders of Shares in connection with the Merger and for the payment of the Total Cash Consideration. Prior to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser Time, Parent shall deposit with such Paying Agent an amount sufficient the Exchange Agent, in trust for the benefit of the holders of shares of the Company Common Stock (including Restricted Shares), Options and Warrants, cash or immediately available funds equal to pay the aggregate Merger Total Cash Consideration. Such funds are referred to herein as the “Exchange Fund.” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver the cash to be issued or paid pursuant to Section 1.6 and Section 1.7 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever (except as otherwise set forth in this Section 1.9). The funds in the Exchange Fund shall be invested by the Paying Exchange Agent as directed by the Surviving CorporationCompany; provided, provided however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx’x Investors Services, Inc. or Standard & Poor's ’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $100 million (based on the most recent financial statements of such bank that are then publicly available at the Securities and Exchange Commission (the “SEC”) or otherwise); and provided, further, that no loss on any investment made pursuant to this Section 1.9 shall affect the Total Cash Consideration payable as set forth herein, and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of the Company and holders of Options and Warrants in the amount of any such losses. (b) Promptly after the Effective Time, Parent shall cause the Surviving Corporation shall cause Company to be mailed mail to each person who was, at the Effective Time, a holder of record of (i) an outstanding certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented such holder’s Shares entitled to receive or Restricted Shares or (ii) Shares or Restricted Shares represented by book-entry (the Merger Consideration pursuant to Section 2.06(a“Book-Entry Shares”) a form of letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentExchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth therein, which letter shall be in customary form and agreed to by Parent and the Company prior to the Effective Time) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration pursuant to such letter of transmittal. Upon surrender to the Paying Exchange Agent of a CertificateCertificate or Book-Entry Shares for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares, as the case may be, shall be entitled to receive in exchange therefor cash in an amount equal to the product of (1) the Merger Consideration for each Share formerly evidenced and (2) the number of Shares represented by such CertificateCertificate or the number of Book-Entry Shares, and such Certificate shall then be cancelledas the case may be. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate or Book-Entry Shares, or upon that portion of the Total Cash Consideration to be paid to holders of Options pursuant to Section 1.7(c) or to holders of Warrants pursuant to Section 1.7(f), for the benefit of the holder of such Certificate, Book-Entry Shares, Options or Warrants. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Company that such taxes either have been paid or are not applicable. The Surviving Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Total Cash Consideration. Until surrendered in accordance with this Section 1.9, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Merger Consideration. (c) At any time following 270 days after the Effective Time, the Surviving Company shall be entitled to require the Exchange Agent to deliver to it any funds in the Exchange Fund that had been made available to the Exchange Agent and not disbursed to holders of Certificates, Book-Entry Shares, Options or Warrants (including all interest and other income received by the Exchange Agent in respect of all funds made available to it) and, thereafter, such holders shall be entitled to look to the Surviving Company and Parent (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any amounts payable pursuant to the terms hereof. (d) From and after the Effective Time, there shall be no further registration of transfers of Shares (including Restricted Shares) on the records of the Company. From and after the Effective Time, the holders of Shares (including Restricted Shares), Options or Warrants outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Options or Warrants except as otherwise provided herein or by applicable law. (e) In the event any certificate representing Shares shall Certificates have been lost, stolen or destroyed, upon the making of an affidavit of that fact by Exchange Agent shall pay to the person claiming such certificate former holder thereof the Merger Consideration required pursuant to be lost, stolen or destroyed, the Paying Agent will issue this Section 1.9 in exchange for such lost, stolen or destroyed certificate Certificates, upon the Merger Consideration deliverable making of an affidavit, that shall include indemnities and the posting of a bond, as reasonably acceptable to Parent, of that fact by the former holder thereof, with such assurances as the Exchange Agent, in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, its discretion and as a condition precedent to the payment thereofof the Merger Consideration, give may reasonably require of the Surviving Corporation a bond in former holder of such sum as it may direct lost, stolen or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against thedestroyed Certificates.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company (reasonably acceptable to the Company) to act as agent (the "“Paying Agent"”) for the holders of Shares in connection with the Merger Certificates to receive the funds to which holders of Shares shall become entitled Merger Consideration pursuant to Section 2.06(a), and at . Prior to the Effective Time Purchaser Time, Parent or Merger Sub shall deposit enter into a paying agent agreement, in form and substance reasonably acceptable to the Company, with such Paying Agent Agent. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, for the benefit of the holders of the Certificates, Cash in an amount sufficient to pay the aggregate Merger ConsiderationConsideration required to be paid in accordance with this Agreement (such Cash being hereinafter referred to as the “Exchange Fund”). Such funds The Exchange Fund shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that Parent solely in Cash and Treasury Bills. Any interest or other amounts received with respect to such investments shall be paid to Parent. Any portion of the Merger Consideration made available to the Paying Agent in obligations of or guaranteed by the United States of America or respect of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyDissenting Shares shall be returned to Parent upon demand. (b) Promptly Promptly, but in any event within 5 days after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares a Certificate entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit Certificate. Until satisfaction of the holder terms set forth in this Section 2.11, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon satisfaction of such Certificatethe applicable procedures and surrender of the Certificate to the Paying Agent, the Merger Consideration pertaining to the shares of Company Common Stock formerly represented thereby. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered surrendered, or shall have established to the satisfaction of the Surviving Corporation that such taxes Taxes either have been paid or are not applicable. (c) Each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of shares of Company Common Stock (including Company Restricted Stock), Company RSUs or Company Stock Options, as the case may be, such amount or amounts as it reasonably believes is the minimum it is required to deduct and withhold with respect to the making of such payment under the Code or any Law. In To the event extent that amounts are so deducted and withheld and properly paid to the relevant Governmental Authority, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock (including Company Restricted Stock), Company RSUs or Company Stock Options, as the case may be, in respect of which such deduction and withholding was made. (d) At any certificate representing Shares time following the one year anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Certificates (including all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them and the Surviving Corporation shall remain liable for payment of the Merger Consideration without any interest thereon (subject to abandoned property, escheat and other similar Laws). Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share of Company Common Stock to a public official pursuant to any abandoned property, escheat or other similar Law. Any amounts remaining unclaimed by holders of Certificates two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any person previously entitled thereto. (e) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Surviving Corporation. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by applicable Law. All Merger Consideration paid upon the surrender of 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 Certificates. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyeddestroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration deliverable in with respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give shares of Company Common Stock formerly represented by such Certificate to which the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory holders thereof are entitled pursuant to it against any claim that may be made against theSection 2.06(a).

Surrender of Shares; Stock Transfer Books. (a) Prior to Before ----------------------------------------- the Effective Time, Purchaser the Company shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds -------------- necessary to which holders of Shares shall become entitled pursuant to make the payments contemplated by Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively2.6. (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.6(a) may thereafter surrender such certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such certificate or certificates on such holder's behalf for a period ending six months after the Effective Time. Any cash delivered or made available to the Exchange Agent pursuant to this Section 2.8 and not exchanged for certificates representing Shares within six months after the Effective Time will be returned by the Exchange Agent to the Surviving Corporation, which thereafter will act as Exchange Agent, subject to the rights of holders of non-surrendered certificates representing Shares under this Article II and any former holders of Shares who have not theretofore complied with the instructions for exchanging their certificates representing Shares, who will thereafter look only to the Surviving Corporation for payment of their claim for the consideration set forth in Section 2.6, without any interest thereon, but will have no greater rights against the Surviving Corporation (or either constituent corporation in the Merger) than may be accorded to general unsecured creditors thereof under applicable law. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to a holder of Shares for any cash or interest thereon delivered to a public official pursuant to applicable abandoned property laws. The Parent agrees that promptly after the Effective Time it shall cause the distribution to be mailed to each person who was, at the Effective Time, a holder holders of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery as of the Certificates Effective Time of appropriate materials to the Paying Agentfacilitate such surrender. (c) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person other than the person in whose name the a surrendered Certificate certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation Parent or the Exchange Agent that such taxes tax either have has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. If, after the Effective Time, certificates for Company Common Stock are not applicablepresented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in Section 2.6(a). No interest shall accrue or be paid on any cash payable upon the surrender of a certificate or certificates which immediately before the Effective Time represented outstanding Shares. (e) In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyeddestroyed and, if required by the Parent, the Paying posting by such person of a bond in customary form and amount 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 Merger Consideration consideration set forth in Section 2.6, without any interest thereon, upon due surrender of and deliverable in respect thereof as determined in accordance with of such certificate pursuant to this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theAgreement.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital surplus and undivided profits aggregating in excess of $50 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), however, the person and thereafter such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company to act as agent (the "Paying AgentPAYING AGENT") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of U.S. $500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "CertificatesCERTIFICATES") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it) and, howeverthereafter, the person such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the Effective Time, the stock transfer books of the Company shall be made against theclosed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall will designate a bank or trust company selected by it to act as agent (the "Paying Agent") for the holders of Shares Shareholders in connection with the Merger (the "Exchange Agent") to receive the funds necessary to make the payments contemplated by Section 2.6 which bank or trust company will be located in the United States and have capital surplus and undivided profits exceeding $500,000,000. When and as needed, Parent will make available to the Exchange Agent for the benefit of the Shareholders the aggregate consideration to which holders of Shares shall become the Shareholders will be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelySection 2.6(a). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a Each holder of record of a certificate or certificates representing any Shares entitled to receive canceled upon the Merger Consideration pursuant to Section 2.06(a2.6(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the may thereafter surrender such Certificate or Certificates to the Paying Exchange Agent) and instructions , as agent for use in effecting such holder, to effect the surrender of such Certificate or Certificates on such holder's behalf for a period ending one year after the Certificates pursuant Effective Time. Parent agrees that promptly after the Effective Time it will cause the distribution to the Shareholders as of the Effective Time of appropriate materials to facilitate such letter of transmittalsurrender. Upon the surrender to the Paying Agent of a CertificateCertificates for cancellation, together with such letter of transmittalmaterials, duly completed and validly executed in accordance with Parent will cause the instructions thereto, and such other documents as may be required pursuant Exchange Agent to such instructions, promptly pay the holder of such Certificate shall be entitled to receive Certificates in exchange therefor cash in an amount equal to the Merger Consideration for each Share formerly evidenced multiplied by the number of Shares represented by such Certificate. Until so surrendered, and each such Certificate shall then (other than certificates representing Dissenting Shares and certificates representing Shares to be cancelled. No interest shall accrue or be paid on canceled pursuant to Section 2.6(b)) will represent solely the right to receive the aggregate Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. relating thereto. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall will be a condition of to such payment that the Certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes tax either have has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of Shares outstanding prior to the Effective Time or otherwise issuable pursuant to Rights on the records of the Company. If, after the Effective Time, Certificates are not applicablepresented to the Surviving Corporation, they will be canceled and exchanged for cash as provided in Section 2.6(a), except as provided in Sections 2.6(b) and 2.7. No interest will accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which represented Shares outstanding prior to the Effective Time or otherwise issuable pursuant to Rights. (e) Promptly following the date which is one year after the Effective Time, the Exchange Agent will deliver to the Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties will terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration thereof, and Parent will and will cause the Surviving Corporation to promptly pay, the aggregate Merger Consideration relating thereto without any interest or dividends thereon. (f) The Merger Consideration will be net to the holder of Shares in cash, subject to reduction only for any applicable federal back-up withholding or, as set forth in Section 2.8(c), stock transfer taxes payable by such holder. (g) In the event any certificate representing Shares shall have Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedSection 2.6, however, provided that the person Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a written indemnity agreement in form and substance reasonably satisfactory to the Surviving Corporation and, if reasonably deemed advisable by the Surviving Corporation, a bond in such sum as it the Surviving Corporation may reasonably direct or otherwise to indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against thethe Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a1.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of U.S. $500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a1.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it) and, howeverthereafter, the person such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the Effective Time, the stock transfer books of the Company shall be made against theclosed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, Purchaser Parent shall designate a bank or trust company who shall be reasonably satisfactory to the Company to act as paying agent in the Merger (the "Paying Exchange Agent") for the holders of Shares in connection with the Merger to receive the funds necessary to make the payments contemplated by Section 2.6. Parent shall, from time to time, make available or cause to be made available to the Exchange Agent funds in amounts and at times necessary for the payments under Section 2.8(b) to which holders of Shares shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger ConsiderationSection 2.6. Such funds shall be invested by the Paying Exchange Agent as directed by the Surviving CorporationParent. Any net profits resulting from, provided that or interest or income produced by, such investments shall be in obligations of or guaranteed payable as directed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyParent. (b) Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares entitled to receive (the Merger Consideration pursuant to Section 2.06(a"Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") Certificates shall pass, only upon proper delivery of the Certificates to the Paying AgentExchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalin exchange for the Merger consideration as provided in Section 2.6(a). Upon surrender of a Certificate for cancellation to the Paying Exchange Agent of a Certificateor to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced amount of cash, without interest, into which the Shares theretofore represented by such Certificate, and such Certificate shall then have been converted pursuant to Section 2.6(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares to be canceled pursuant to Section 2.6(b)) shall represent solely the right to receive the aggregate Per Share Amount, without interest, relating thereto. (c) If payment of cash in respect of canceled Shares is to be made to a Person other than the Person in whose name a (d) All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall not be any further registration of transfers of Shares that were outstanding immediately prior to the Effective Time on the records of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in Section 2.6(a) and this Section 2.8. No interest shall accrue or be paid on the Merger Consideration any cash payable upon the surrender of any a Certificate for or Certificates. (e) Promptly following the benefit of date which is six months after the Effective Time, the Exchange Agent shall deliver to Parent all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties shall terminate. Thereafter, each holder of such Certificate. If payment of the Merger Consideration is a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares to be made canceled pursuant to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it Section 2.6(b)) shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration look only to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid (subject to abandoned property, escheat or are not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof other similar laws) and only as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment general creditors thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory with respect to it against any claim Merger consideration that may be made against thepayable upon due surrender of the Certificates held by such holder. Notwithstanding the foregoing, none of Parent, Purchaser, the Company or the Exchange Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Exchange Agent is required to deduct and

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser the Company and Parent jointly shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with (the Merger "Exchange Agent") to receive the funds necessary to which make the payments contemplated by Section 2.1(a). At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited (including from available cash balances at the Company), in trust with the Exchange Agent for the benefit of holders of Shares shall become entitled pursuant to described in Section 2.06(a2.1(a), and the aggregate consideration to which such holders shall be entitled at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelySection 2.1(a). (b) Promptly After the Effective Time, each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.1(a) may surrender such certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such certificate or certificates on such holder's behalf for a period ending one year after the Effective Time. Parent and Merger Sub agree that as promptly as practicable after the Effective Time the Surviving Corporation shall cause the distribution to holders of record of such Shares as of the Effective Time appropriate materials to facilitate such surrender. Upon the surrender of certificates representing such Shares, the Surviving Corporation shall cause the Exchange Agent to be mailed pay the holder thereof in exchange therefor cash in an amount equal to each person who was, at the Effective Time, a holder of record Per Share Amount multiplied by the number of Shares entitled represented by such certificate. Until so surrendered, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the aggregate consideration relating thereto as provided in Section 2.1(a). (c) From and after the Closing, each holder of a certificate or certificates representing any Shares canceled upon the Merger Consideration pursuant to Section 2.06(a2.1(b) a form of letter of transmittal or (which shall specify that delivery shall be effected, and risk of loss and title c) may surrender such certificate or certificates to the certificates evidencing such Shares (Surviving Corporation and the "Certificates") Surviving Corporation shall pass, only upon proper delivery of the Certificates immediately pay and deliver to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive certificates in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate(i) cash, in same day funds, and the appropriate subordinated note as described in Section 2.1(b) and (c), as applicable and (ii) the duly executed personal guarantees of Biver and his spouse in the form attached hereto as Exhibit E. Until so surrendered, each such Certificate certificate (other than certificates representing Dissenting Shares) shall then be cancelled. No interest shall accrue represent solely the right to receive the aggregate consideration relating thereto as provided in Section 2.1(b) or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. (c), as applicable. (d) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes tax either have has been paid or is not payable. (e) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfer of any shares of capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of the Shares 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 for Shares are not applicablepresented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided in Sections 2.1(a), (b) and (c) and Sections 2.3(b) and (c). In No interest shall accrue or be paid on any cash payable upon the event surrender of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares. (f) Promptly following the date which is one year after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash (including any interest received with respect thereto), certificates and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate representing Shares (other than certificates representing Dissenting Shares) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person look only to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum (subject to applicable abandoned property, escheat and similar laws) and only as it may direct general creditors thereof with respect to the aggregate consideration payable under Section 2.1 upon due surrender of their certificates, without any interest or otherwise indemnify dividends thereon. Notwithstanding the foregoing, neither Parent, the Surviving Corporation nor the Exchange Agent shall be liable to any holder of a certificate representing Shares for the consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The consideration paid in a manner satisfactory the Merger shall be net to it against the holder of Shares in cash, subject to reduction only for any claim that may be made against theapplicable federal back-up withholding or, as set forth in Section 2.3(d), stock transfer taxes payable by such holder.

Surrender of Shares; Stock Transfer Books. (a) Prior ----------------------------------------- to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to ------------ which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments . Parent shall be in obligations of or guaranteed by cause the United States of America or of any agency thereof and backed by Surviving Corporation to provide the full faith and credit of Paying Agent immediately following the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelyEffective Time all the cash necessary to pay for the Shares converted into the right to receive cash pursuant to Section 3.06(a). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper ------------ delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. In . (c) At any time following the event any certificate representing Shares sixth month after the Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum as it (subject to abandoned property, escheat and other similar laws) with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Acquiror Sub shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a2.01(a). At the Effective Time, Acquiror shall cause the Surviving Corporation to have sufficient funds to deposit, and at shall cause the Surviving Corporation to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of Shares outstanding immediately prior to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay (other than Shares owned by Acquiror or Acquiror Sub) and (ii) the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors ServiceXxxxx’x Investors Services, Inc. or Standard & Poor's ’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $100 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (the "SEC") or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.03 shall relieve Acquiror or the Surviving Corporation of its obligation to pay the Merger Consideration for each Share outstanding immediately prior to the Effective Time. (b) Promptly after the Effective Time, Acquiror shall cause the Surviving Corporation shall cause to be mailed mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.01(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "“Certificates"”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, subject to any required withholding taxes, the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In If a mutilated Certificate is surrendered to the event any certificate representing Shares shall have Paying Agent or the holder of a Certificate submits an affidavit to the Paying Agent stating that the Certificate has been lost, stolen destroyed or destroyedwrongfully taken, upon the making of an affidavit of that fact then such holder shall, if required by the person claiming such certificate Surviving Corporation, furnish an indemnity bond sufficient in the reasonable judgment of the Surviving Corporation to be lostprotect Acquiror, stolen or destroyed, the Surviving Corporation and the Paying Agent will issue from any loss that any of them may suffer. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in exchange for such lost, stolen or destroyed certificate connection with the distribution of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; providedConsideration. (c) At any time following the sixth month after the Effective Time, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it) and, thereafter, such sum as it may direct or otherwise indemnify holders shall be entitled to look to the Surviving Corporation in a manner satisfactory (subject to it against abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any claim Merger Consideration that may be made against thepayable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration properly delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger (the "Payment Agent") to receive the funds necessary to which make the payments contemplated by Section 2.6. When and ----------- as needed, the Purchaser shall make available to the Payment Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall become be entitled pursuant to Section 2.06(a), and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient pursuant to pay the aggregate Merger ConsiderationSection 2.6. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively.----------- (b) Promptly Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.6(a) (each, a -------------- "Certificate") may thereafter surrender such Certificate or Certificates to the Payment Agent, as agent for such holder, to effect the surrender of such Certificate or Certificates on such holder's behalf for a period ending twelve months after the Effective Time, . The Purchaser agrees that promptly after the Surviving Corporation Effective Time it shall cause the distribution to be mailed to each person who was, at the Effective Time, a holder holders of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery as of the Certificates Effective Time of appropriate materials to the Paying Agent) and instructions for use in effecting facilitate such surrender. Upon the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificatefor cancellation, together with such letter of transmittalmaterials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant Purchaser shall cause the Payment Agent to such instructions, pay the holder of such Certificate shall be entitled to receive Certificates in exchange therefor cash in an amount equal to the Merger Consideration for each Per Share formerly evidenced Amount multiplied by the number of Shares represented by such Certificate. Until so surrendered, and each such Certificate shall then be cancelled. No interest shall accrue (other than Certificates representing Dissenting Shares and Certificates representing Shares held by the Purchaser or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit direct or indirect wholly owned subsidiary of the holder Purchaser or in the treasury of such Certificate. the Company) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (c) If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a person Person other than the person Person in whose name the a surrendered Certificate or instrument is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate or instrument so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation Purchaser and the Payment Agent that such taxes tax either have has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of Shares or any other shares of capital stock of the Company thereafter on the records of the Company. If, after the Effective Time, Certificates are not applicablepresented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in Section 2.6(a) and Section 2.8(b). No interest shall accrue -------------- -------------- or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (e) Promptly following the date that is twelve months after the Effective Time, the Payment Agent shall deliver to the Purchaser all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Payment Agent's duties shall terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by the Purchaser or any direct or indirect wholly owned subsidiary of the Purchaser or in the treasury of the Company) may surrender such Certificate to the Purchaser and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration thereof the aggregate Per Share Amount relating thereto, without any interest or dividends thereon. (f) The Per Share Amount paid in the Merger shall be net to the holder of Shares in cash, subject to reduction only for any applicable federal back-up withholding or, as set forth in Section 2.8(c), stock transfer taxes -------------- payable by such holder. (g) In the event any certificate representing Shares shall have Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed, the Paying Payment Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration Per Share Amount deliverable in respect thereof as determined in accordance with this Article IISection 2.6; provided, however, ----------- provided that the person Person to whom the Merger Consideration Per Share Amount is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it the Surviving Corporation may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against thethe Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser Parent shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders purpose of exchanging certificates representing Shares in connection with for the payment of the Merger to receive the funds Consideration to which holders of Shares shall become entitled pursuant to Section 2.06(a2.6(a), and at . At the Effective Time Purchaser shall Time, Parent will deposit or cause to be deposited with such the Paying Agent Agent, an amount sufficient in cash equal to pay the aggregate Merger Consideration. Such Consideration to be paid pursuant to Section 2.6(a) in exchange for outstanding Shares, and such funds shall be invested by the Paying Agent as directed by the Surviving CorporationParent, provided that such investments shall be in obligations of or guaranteed by by, the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America America, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, United States commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Servicebanks with capital surpluses and undivided profits aggregating in excess of $1 billion. The Paying Agent shall, Inc. or Standard & Poor's Corporationpursuant to irrevocable instructions, respectivelypay the Merger Consideration out of such funds. (b) Promptly As soon as practicable after the Effective Time but in any event no later than the fifth business day following the Effective Time, the Surviving Corporation shall cause to be mailed to each person Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a2.6(a) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, subject to and net of any applicable withholding of Taxes, the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Merger Sub that such taxes Taxes either have been paid or are not applicable. (c) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.9(a) that remains unclaimed by holders of Shares one hundred eighty (180) days after the Effective Time shall be returned to Parent, upon demand, and, thereafter, such holders shall be entitled to look to the Surviving Corporation and Parent (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, subject to applicable law in the case of Dissenting Shares. In Notwithstanding the event foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any certificate representing holder of a Share or Shares for any Merger Consideration delivered in respect of such Share or Shares to a public official pursuant to any abandoned property, escheat or other similar Law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyeddestroyed before the Company has notice that the Certificate has been acquired by a "protected purchaser" (as such term is defined in Section 8-303 of the Delaware Uniform Commercial Code), and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate or the payment of the Merger Consideration, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed certificate Certificate, the Merger Consideration deliverable to be paid in respect thereof of the Shares represented by such Certificate, as determined in accordance with contemplated by this Article II; provided. (f) Parent and Merger Sub shall be entitled to deduct and withhold, howeveror cause its agents to deduct and withhold, from the person to whom Per Share Amount or the Merger Consideration is paid shallor the appraised value contemplated by Section 2.8, as the case may be, payable to a condition precedent holder of Shares pursuant to the payment thereofOffer or the Merger or the appraisal of their Shares, give as contemplated by Section 2.8, as applicable, any Taxes that are required to be so withheld or deducted under any applicable provision of any Tax law. To the Surviving Corporation a bond extent that amounts are so withheld by Parent or Merger Sub or their agents, such deducted or withheld amounts shall be treated for all purposes of this Agreement and the Transactions as having been paid to the holder of the Shares in respect of which such sum as it may direct deduction or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be withholding was made against theby Parent or Merger Sub or their agents.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "Paying AgentPAYING AGENT") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at . Promptly after the Effective Time Time, Parent or Purchaser shall deposit deposit, or cause to be deposited, with such the Paying Agent an amount sufficient to pay the aggregate Merger Considerationamount payable pursuant to Section 3.06(a). Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "CertificatesCERTIFICATES") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment . (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration is to be made delivered in respect of such Share to a person public official pursuant to any abandoned property, escheat or other than similar law. (d) At the person in whose name close of business on the surrendered Certificate is registered on day of the Effective Time, the stock transfer books of the Company, it Company shall be a condition of payment that the Certificate so surrendered closed and thereafter there shall be endorsed properly or otherwise be in proper form for transfer and that no further registration of transfers of Shares on the person requesting such payment shall have paid all transfer and other taxes required by reason records of the payment Company. From and after the Effective Time, the holders of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established Shares outstanding immediately prior to the satisfaction of the Surviving Corporation that Effective Time shall cease to have any rights with respect to such taxes either have been paid Shares except as otherwise provided herein or are not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theapplicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the "“Paying Agent"”) for the holders of Shares in connection with the Merger and Company Stock Options to receive the funds to which holders of Shares and Company Stock Options shall become entitled pursuant to Section 2.06(a)3.06(a) and Section 3.07, and at the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient to pay the aggregate Merger Considerationrespectively. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation; provided, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Xxxxx’x Investors Service, Inc. or Standard & Poor's ’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "“Certificates"”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. In the event If any certificate representing holder of Shares shall is unable to surrender such holder’s Certificates because such Certificates have been lost, stolen mutilated or destroyed, upon such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. Each of Parent, Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of Shares such amount as it is required to deduct and withhold with respect to the making of an affidavit such payment under the Code or any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of that fact by this Agreement as having been paid to the person claiming holder of the Shares in respect of which such certificate deduction and withholding was made. (c) At any time following the ninth (9th ) month after the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand, the person thereafter, such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law. (e) All amounts payable by the Surviving Company in respect of Option Payments and Restricted Stock Unit Payments shall be paid as provided in Sections 3.07 and 3.08, respectively, above.

Surrender of Shares; Stock Transfer Books. (a) 3.6.1 Prior to the Effective Time, Purchaser Merger Sub shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a)3.3.1. Immediately prior to the Effective Time, Parent shall cause Merger Sub to have sufficient funds to deposit, and at shall cause Merger Sub to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of shares outstanding immediately prior to the Effective Time Purchaser shall deposit with such Paying Agent an amount sufficient (other than Shares owned by Parent or Merger Sub and Shares as to pay the aggregate Merger Consideration. Such funds shall be invested by the Paying Agent which dissenters' rights have been exercised as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States Effective Time, if any) and (ii) the Per Share Amount plus the amount payable to the holders of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectivelythe Options pursuant to Section 3.4 hereof. (b) 3.6.2 Promptly after the Effective Time, Parent shall cause the Surviving Corporation shall cause Entity to be mailed mail to each person Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) 3.6.1 a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Entity that such taxes either have been paid or are not applicable. In The Surviving Entity shall pay all charges and expenses, including those of the event Paying Agent, in connection with the distribution of the Merger Consideration. Until surrendered as contemplated by this Section 3.6, each Certificate shall be deemed at any certificate representing time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been lostconverted pursuant to Section 3.3. 3.6.3 At any time following the sixth month after the Effective Time, stolen the Surviving Entity shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it) and, thereafter, such holders shall be entitled to look to the Surviving Entity (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Entity nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or destroyedother similar law. 3.6.4 At the close of business on the day of the Effective Time, upon the stock transfer books of the Company shall be closed and, thereafter, there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. 3.6.5 The Surviving Entity shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock or the Options pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of an affidavit such payment under the Code, or under any provision of that fact by the person claiming such certificate to be loststate, stolen local or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against theforeign tax law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a3.06(a), and at . At or prior to the Effective Time Time, Purchaser shall deposit in trust with such the Paying Agent immediately available funds in an amount sufficient to pay the aggregate Merger ConsiderationConsideration for all such Shares to the Company's stockholders as contemplated by this Section 3.09. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moodx'x Xxxestors Service, Inc. or Standard & Poor's Corporation, respectively. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal, both in a form approved by Parent and the Company. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelledcanceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered surrendered, or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes either have been paid or are not applicable. In Each of the event Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from any certificate representing Shares shall have been lost, stolen or destroyed, upon amounts otherwise payable pursuant to this Agreement to any holder of a Certificate such amounts as it is required to deduct and withhold with respect to the making of an affidavit such payment under the Code, or any provisions of Law. To the extent that fact amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of a Certificate in respect of which such deduction and withholding was made by the person claiming such certificate Surviving Corporation, Parent or the Paying Agent, as the case may be. (c) At any time following the first anniversary of the Effective Time, the Surviving Corporation shall be entitled to be lost, stolen or destroyed, require the Paying Agent will issue in exchange for such lostto deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, stolen or destroyed certificate without limitation, all interest and other income received by the Merger Consideration deliverable Paying Agent in respect thereof as determined in accordance with this Article II; providedof all funds made available to it), howeverand the Paying Agent's duties shall terminate. Thereafter, the person such holders shall be entitled to whom the Merger Consideration is paid shall, as a condition precedent look to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar laws) only as it general creditors thereof with respect to any Merger Consideration that may direct or otherwise indemnify be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a manner satisfactory public official pursuant to it against any claim that may abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be made against theclosed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.