Common use of Surrender of Shares Clause in Contracts

Surrender of Shares. (a) Prior to the Effective Time, the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(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 shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to Upon the Effective Timeoccurrence of the provisions set forth in paragraph 5(A)(g), the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional Series A Preferred Stock may surrender the certificate or certificates for such shares of Class Series A Preferred Stock at the offices of the Corporation, or at such other place or places, if any, as the Board of Directors of the Corporation may determine, duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank, and shall state in writing therein the name or names in which the holder wishes the certificate or certificates for shares of Common Stock issuable on such conversion to receive funds pursuant to Section 4.01(b)be issued. Such funds The surrender of shares of Series A Preferred Stock shall constitute a contract between the holder and the Corporation whereby (i) such holder shall be invested by deemed to subscribe for the Paying Agent as directed by the Company. (b) Promptly after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall amount of Common Stock which he will be entitled to receive funds pursuant upon such conversion and, in payment and satisfaction of such subscription, to Section 4.01(bsurrender the shares of Series A Preferred Stock and to release the Corporation from all obligation thereon, and (ii) a form of letter of transmittal (which shall specify that delivery the Corporation shall be effected, and risk of loss and title deemed to the Certificates evidencing shares agree that were converted into fractional shares in the Reverse Stock Split 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 certificate or certificates for such shares of Series A Preferred Stock and the extinguishment of obligation thereon shall constitute full payment of such subscription for the Common Stock so subscribed for and to be issued upon such letter conversion. The Corporation will as soon as practicable after such deposit of transmittal. Upon surrender certificates for shares of Series A Preferred Stock, issue and deliver to the Paying Agent person for whose account such shares of Series A Preferred Stock were so surrendered, or to his nominee or nominees, a Certificatecertificate or certificates for the number of full shares of Common Stock to which the holder shall be entitled as aforesaid, together with a check or cash in respect of any fraction of a share as hereinafter provided in paragraph 5(A)(f). Subject to the following provisions of this Section 5, such letter conversion shall be deemed to have been made on the Business Day on which a holder of transmittal, duly completed and validly executed Series A Preferred Stock has surrendered its shares of Series A Preferred Stock in accordance with the instructions theretoconditions described in paragraph 5(A), and the person or persons entitled to receive the Common Stock issuable upon conversion of the Series A Preferred Stock shall be deemed for all purposes to have become the record holder or holders of such other documents as may Common Stock and to have ceased to be required pursuant to such instructions, the holder of Series A Preferred Stock on such Certificate shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeBusiness Day. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective TimeClosing Date, Parent shall appoint First Chicago Trust Company of New York or another agent reasonably acceptable to the Company shall designate a bank or trust company to act as exchange agent (the “Paying "Exchange Agent”") for the Merger. No later than the business day following the mailing of the letter of transmittal referred to in Section 1.8(b) hereof, Parent shall make available to the Exchange Agent for the benefit of holders of fractional shares of Class A Common Stock Shares, the aggregate Merger Consideration to receive funds which such holders shall be entitled at the Effective Time pursuant to Section 4.01(b)1.6 hereof. Such funds shall be invested by the Paying Exchange Agent as directed by the Company. (b) Promptly Parent or, after the Effective Time, the Company Surviving Corporation, provided that such investments shall cause be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's 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 shall be payable to be mailed the Merger Sub or Parent, as Parent directs. (b) On the Closing Date, Parent shall instruct the Exchange Agent to mail to each Person who following holder of record of a certificate representing any Shares cancelled upon the Effective Time shall be entitled to receive funds Merger pursuant to Section 4.01(b1.6(a) hereof, within five business days of receiving from the Company a list of such holders of record, (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 shares that were converted into fractional shares in the Reverse Stock Split certificates shall pass, only upon proper delivery of the Certificates certificates 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 the surrender of the Certificates certificates. Each holder of a certificate or certificates representing any Shares cancelled upon the Merger pursuant to Section 1.6(a) hereof may thereafter surrender such letter certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of transmittalsuch certificate or certificates on such holder's behalf for a period ending one year after the Effective Time. Upon the surrender of certificates representing the Shares, Parent 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 Offer Price for each share formerly evidenced Per Share Amount multiplied by the number of Shares represented by such Certificatecertificate. Until so surrendered, each such certificate (other than certificates representing Dissenting Shares or Shares referred to in Section 1.6(b) hereof) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. (c) If payment of cash in respect of cancelled 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 Certificate payment shall then have paid any transfer and other Taxes (as hereinafter defined) 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 canceledclosed and no transfer of Shares shall be made thereafter, other than transfers of Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, certificates for Shares (other than Shares referred to in Section 1.6(b) hereof) are presented to the Surviving Corporation, its transfer agent or the Exchange Agent, they shall be cancelled and exchanged for cash as provided in Section 1.6(a) hereof. No interest shall accrue or be paid on the Offer Price any cash payable upon the surrender of any Certificate for a certificate or certificates which immediately before the benefit of Effective Time represented outstanding Shares. (e) The Merger Consideration paid in the holder of such Certificate. If the payment equal to the Offer Price 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 Merger 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 Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid 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 1.8(c) hereof, stock transfer Taxes payable by such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeholder. (cf) At any time Promptly following the twelfth month date which is one year after the Effective Time, the Company Exchange Agent shall be entitled to require the Paying Agent to deliver to it any funds which had been made available Parent all cash (including interest received with respect thereto), certificates and other documents in its possession relating to the Paying Agent transactions contemplated hereby, and not disbursed the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate representing Shares (other than certificates representing Dissenting Shares and Shares referred to holders of fractional shares of Class A Common Stock (including, without limitation, all interest in Section 1.6(b) hereof) may surrender such certificate to Parent 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 Company (subject to applicable abandoned property, escheat and other similar lawsLaws) only as general creditors receive in consideration thereof with respect to any Offer Price that may be the aggregate Merger Consideration relating thereto payable upon due surrender of such certificate, without any interest or dividends thereon. (g) None of the Certificates held by them. Notwithstanding Company, Merger Sub, Parent or the foregoing, neither the Company nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock Shares for any Offer Price cash delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law, rule, regulation, statute, order, judgment or decree. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior Subject to Sections 1.11(b) and 1.12, at the Closing, Parent shall deliver the Merger Consideration to the Effective Timeformer shareholders of the Company, pro rata in accordance with a schedule to be provided by the Company shall designate a bank or trust company at least five (5) days prior to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the CompanyClosing Date. (b) Promptly after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant Subject to Section 4.01(b1.12, upon surrender to Parent of a certificate representing each of the shares of Company Common Stock (each, a "CERTIFICATE") a form of letter of transmittal (which shall specify that delivery shall be effected, and risk or an affidavit of loss and title to stating that the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery holder of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to Certificate has lost such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter an indemnity agreement providing for indemnification of transmittalthe Company, duly completed Parent and validly executed in accordance with the instructions theretoSurviving Corporation for any loss, and such damage or other documents as may be required pursuant expense resulting from a third party having a claim to such instructionsCertificate or the shares of stock underlying such Certificate ("Affidavit"), the holder of such Certificate or Affidavit shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced of Company Common Stock represented by such CertificateCertificate or subject to the Affidavit, as the case may be, the portion of the Merger Consideration indicated on SCHEDULE 1.8, and such Certificate shall then forthwith be canceledcanceled (if a Certificate is presented) and the records of the Company shall be modified accordingly upon receipt by the holder of such Certificate or Affidavit, as the case may be, of the indicated portion of the Merger Consideration; such surrender of Certificates and Affidavits to Parent shall be made at Closing by the Shareholder Representative. No interest shall accrue or will be paid or accrued on any portion of the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. Certificates or Affidavit. (c) If the payment equal to the Offer Price is to be made to a Person person other than the Person person in whose name the Certificate surrendered Certificate formerly evidencing shares in exchange therefor is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment of the Merger Consideration that the Certificate so surrendered shall be properly endorsed properly or accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, with signature guaranteed, and is otherwise be in proper form for transfer transfer, and that the Person requesting such payment shall have paid all pay any transfer and or other taxes required by reason law as a result of the such payment of the Offer Price to a Person other than the registered record holder of the Certificate surrendered, or shall have established establish to the Parent's satisfaction of the Company that such taxes either have tax has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and After the Effective Date, there shall be no further transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock, which are outstanding at the Effective Date. If, after the Effective TimeDate, holders Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and there shall be issued to the transferee in exchange for each share of Company Common Stock the portion of the Merger Consideration indicated on SCHEDULE 1.8. (e) The consideration payable upon the surrender for exchange of Certificates in accordance with the terms of this Section 1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Class A Company Common Stock that were converted into fractional shares in theretofore represented by such Certificates, and there shall be no further registration of transfers on the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except stock transfer books of the right to receive an amount equal to Surviving Corporation of the Offer Price multiplied by the number of shares of Class A Company Common Stock held by such holder which were outstanding immediately prior to the Effective Time Date. If, after the Effective Date, Certificates are presented to the Surviving Corporation or the Escrow Agent for any reason, they shall be canceled and exchanged as provided by applicable Lawin this Section 1.

Surrender of Shares. As soon as reasonably practicable (abut not later than ten (10) Prior to the Effective Time, the Company shall designate a bank or trust company to act as agent (the “Paying Agent”Business Days) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective Time, the Company Parent shall cause the Exchange Agent to be mailed mail to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(bholder of Shares, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split Shares shall pass, only upon proper delivery of the Certificates Shares to the Paying Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for whole shares of Parent Common Stock (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional shares of Parent Common Stock pursuant to such letter Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to the Parent and the Company. Exchange of transmittalany Shares held in book entry form, if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares 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 thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such Certificateholder) to which such holder is entitled pursuant to Section 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(c), and such Certificate the Shares so surrendered shall then forthwith be canceledcancelled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of If any Certificate for the benefit portion of the holder of such Certificate. If the payment equal to the Offer Price Merger Consideration is to be made to registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate formerly evidencing shares Share is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment to the registration thereof that the Certificate so surrendered shall be endorsed properly or otherwise Share be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason delivery of the payment Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the Offer Price to name of a Person other than the registered holder of the Certificate surrendered, such Share or shall have established establish to the satisfaction of the Company Exchange Agent that such taxes either have Tax has been paid or are is not applicablepayable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 3.4(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Share shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At deemed at any time following the twelfth month after the Effective Time, the Company shall be entitled Time 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) represent only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an the Merger Consideration (and any amounts to be paid pursuant to Section 3.1(d) or Section 3.4(c)) upon such surrender. No interest shall be paid or shall accrue on any amount equal payable pursuant to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time Section 3.1(d) or as provided by applicable LawSection 3.4(c).

Surrender of Shares. (a) Prior Subject to Section 1.11(b), at the Closing, Parent shall deliver the Merger Consideration to the Effective Time, the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the CompanyPrincipal Selling Shareholders. (b) Promptly after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(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 shares that were converted into fractional shares in the Reverse Stock Split 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 Parent of a certificate representing each of the shares of Company Common Stock (each, a "CERTIFICATE") or an affidavit of loss stating that the holder of the Certificate has lost such Certificate, together with such letter an indemnity agreement providing for indemnification of transmittalthe Company, duly completed Parent and validly executed in accordance with the instructions theretoSurviving Corporation for any loss, and such damage or other documents as may be required pursuant expense resulting from a third party having a claim to such instructionsCertificate or the shares of stock underlying such Certificate ("AFFIDAVIT"), the holder of such Certificate or Affidavit shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced of Company Common Stock represented by such CertificateCertificate or subject to the Affidavit, as the case may be, the portion of the Merger Consideration indicated on SCHEDULE 1.8, and such Certificate shall then forthwith be canceledcanceled (if a Certificate is presented) and the records of the Company shall be modified accordingly upon receipt by the holder of such Certificate or Affidavit, as the case may be, of the indicated portion of the Merger Consideration; such surrender of Certificates and Affidavits to Parent shall be made at Closing by the Principal Selling Shareholders. No interest shall accrue or will be paid or accrued on any portion of the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. Certificates or Affidavit. (c) If the payment equal to the Offer Price is to be made to a Person person other than the Person person in whose name the Certificate surrendered Certificate formerly evidencing shares in exchange therefor is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment of the Merger Consideration that the Certificate so surrendered shall be properly endorsed properly or accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, with signature guaranteed, and is otherwise be in proper form for transfer transfer, and that the Person requesting such payment shall have paid all pay any transfer and or other taxes required by reason law as a result of the such payment of the Offer Price to a Person other than the registered record holder of the Certificate surrendered, or shall have established establish to the Parent's satisfaction of the Company that such taxes either have tax has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and After the Effective Date, there shall be no further transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which are outstanding at the Effective Date. The consideration payable upon the surrender for exchange of Certificates in accordance with the terms of this Section 1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. If, after the Effective TimeDate, holders Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and there shall be issued to the transferee in exchange for each share of shares of Class A Company Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except portion of the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable LawMerger Consideration indicated on SCHEDULE 1.8.

Surrender of Shares. (a) Prior to the earlier of the mailing of the Proxy Statement and the Effective Time, the Company Parent shall designate appoint a bank or trust company which is reasonably satisfactory to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration. When and as needed for each former holder of Company Common Stock who becomes entitled to receive the Merger Consideration in accordance with Section 2.8(b) below, Parent shall cause the Surviving Corporation to deposit with the Paying Agent for the benefit of such former holders of fractional shares of Class A Company Common Stock sufficient funds to receive funds make all payments pursuant to this Section 4.01(b)2.8. Such funds shall be invested by the Paying Agent as directed by the CompanySurviving Corporation. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or as it directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented shares of Company Common Stock (the “Certificates”), 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 shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price for each share formerly evidenced aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate, and such Certificate or Certificates surrendered shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificatehave been converted pursuant to this Agreement. If the payment equal to the Offer Price any Merger Consideration is to be made remitted to a Person person whose name is other than that in which the Person in whose name the Certificate for shares of Company Common Stock surrendered Certificate formerly evidencing shares for exchange is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be endorsed properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment exchange shall have paid all any transfer and and/or other taxes required by reason of the payment remittance of the Offer Price Merger Consideration to a Person person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in No interest shall be paid or accrued, upon the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company Certificates, for the benefit of holders of the Certificates on any Merger Consideration. Parent and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the distribution of the Merger Consideration. (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 (including any interest received with respect thereto) which had been deposited with the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof for payment of their claim for Merger Consideration to which such holders may be entitled. (d) Notwithstanding the provisions of Section 2.8(c), neither the Surviving Corporation nor the Paying Agent shall be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates representing shares of Company Common Stock shall not have been surrendered prior to six months after 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 such cash shall, to the extent permitted by applicable law, become the property of the Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Parent shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement in respect to any former holder of fractional shares of Class A Company Common Stock such amount amounts as it Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any Lawprovision of any applicable federal, state, local or foreign law, rule or regulation. To the extent that amounts are so withheldwithheld by Parent and paid by Parent to the applicable taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of such fractional shares of Class A Company Common Stock in respect of which such deduction and withholding was mademade by Parent. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective Time, Merger Sub shall enter into an agreement with a paying agent reasonably acceptable to the Company shall designate a bank or trust company to act as its paying agent (the “Paying Agent”) for the payment of the Merger Consideration to which the shareholders of the Company shall become entitled pursuant to this Article II. At or prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent to be held in trust for the benefit of holders of fractional shares of Class A Common Stock Certificates all the cash necessary to pay for the Shares converted into the right to receive funds the Merger Consideration pursuant to Section 4.01(b2.1(a) (such cash being hereinafter referred to as the “Exchange Fund”). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective Time, the Company Parent shall cause to be mailed to each Person who following record holder, as of the Effective Time, of a Certificate which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares, a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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. 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 upon such surrender of such Certificate the Offer Price for each share formerly evidenced by such Certificate, Merger Consideration pursuant to Section 2.1(a) and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit If payment of the holder of such Certificate. If the payment equal to the Offer Price 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 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 2.3(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable represent only the right to receive upon such surrender of such Certificate the Merger Consideration pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any LawSection 2.1(a). To the extent that amounts are so withheld, such withheld amounts No interest shall be treated for purposes paid or accrue on the cash payable upon surrender of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeany Certificate. (c) At any time following the twelfth month date that is twelve months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds portion of the Exchange Fund which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to Parent and the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of their Certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held Paying Agent, incurred by themit in connection with the exchange of Shares for the Merger Consideration and other amounts contemplated by this Article II. Notwithstanding the foregoingNone of Parent, neither Merger Sub, the Company nor or the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any cash delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. The Merger Consideration paid in accordance with the terms of this Article II in respect of Certificates that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares of Company Common Stock represented thereby. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, and, if reasonably requested, the posting by the holder of a bond in customary amount as provided indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the Shares represented by applicable Lawsuch Certificate pursuant to this Article II. (f) The Paying Agent shall invest the cash included in the Exchange Fund, as directed by Parent, on a daily basis in (i) obligations of or guaranteed by the United States of America or any agency or instrumentality thereof, (ii) money market accounts, certificates of deposit, bank repurchase agreement or banker’s acceptances of, or demand deposits with, commercial banks having a combined capital and surplus of at least $5,000,000,000, or (iii) commercial paper obligations rated P-1 or A-1 or better by Standard &Poor’s Corporation or Mxxxx’x Investor Services, Inc. Any profit or loss resulting from, or interest and other income produced by, such investments shall be for the account of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder (but subject to Section 2.4), Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

Surrender of Shares. (a) Prior From time to time after the Effective Time, the Company Parent shall designate deposit (or cause to be deposited) with a bank or trust company designated by Parent and reasonably acceptable to act as agent the Company (the “Paying Agent”) for sufficient funds to timely make, and shall cause the holders of fractional shares of Class A Common Stock Paying Agent to receive funds timely make, all payments pursuant to Section 4.01(b3.5(b). Such funds shall may be invested by the Paying Agent as directed by Parent; provided, that such investments shall be in short-term obligations of the CompanyUnited States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (the “Certificates”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates on the Merger Consideration payable in respect of such Certificatethe Certificates. If payment of the payment equal to the Offer Price 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 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 3.5(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle III. (c) At any time following the twelfth month date that is six (6) months after the Effective Time, the Company Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of the Certificates held by themtheir Certificates. Notwithstanding the foregoingThe Surviving Corporation shall pay all charges and expenses, neither the Company nor including those of the Paying Agent shall be liable to any holder Agent, in connection with the exchange of a fractional share of Class A Common Stock Shares for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawthe Merger Consideration. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article III. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including the posting by the holder of a bond in customary amount as provided indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by applicable Lawsuch Certificate pursuant to this Article III.

Surrender of Shares. (a) Prior to the Effective Time, the Company Xxxxx shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Frontier Common Stock in connection with the Merger (the “Exchange Agent”) to receive the Merger Consideration to which holders of such shares shall become entitled pursuant to Section 2.1. Prior to, or substantially simultaneously with, the Effective Time, Xxxxx will deposit with the Exchange Agent, for the benefit of the holders of Frontier Certificates, for exchange in accordance with this Article 2 through the Exchange Agent, certificates representing the shares of Xxxxx Common Stock to receive funds be delivered as the Merger Consideration (such certificates, whether represented in certificated or non-certificated book-entry form, to the extent applicable, the “Xxxxx Common Certificates”). In addition, Xxxxx shall deposit with the Exchange Agent, from time to time as needed, cash sufficient to make payments in lieu of fractional shares pursuant to Section 4.01(b)2.7 and to pay any dividends or other distributions which holders of Frontier Certificates have the right to receive pursuant to Section 2.5. Such funds shall be invested by All such Xxxxx Common Certificates and cash deposited with the Paying Exchange Agent pursuant to this Section 2.2(a) is hereinafter referred to as directed by the Company“Exchange Fund.” (b) Promptly after the Effective Time, but in no event later than three business days following the Company Closing Date, Xxxxx shall cause to be mailed to each Person who following record holder, at the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) Time, of an outstanding Frontier Certificate, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Frontier Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates Frontier Certificate to the Paying Exchange Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter Frontier Certificate for payment of transmittalthe Merger Consideration therefor. Upon Within three business days after surrender to the Paying Exchange Agent of a Frontier 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 Frontier Certificate shall be entitled to receive in exchange therefor the Offer Price Merger Consideration for each share formerly evidenced represented by such Certificate, Frontier Certificate and such Frontier Certificate shall then be canceled. No interest shall accrue or be paid or accrued for the benefit of holders of Frontier Certificates on the Offer Price Merger Consideration payable upon the surrender of Frontier Certificates (including, without limitation, any Certificate for the benefit cash payable pursuant to Section 2.5 or Section 2.7). If payment of the holder of such Certificate. If the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Frontier Certificate formerly evidencing shares is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Frontier 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 payment of the Offer Price Merger Consideration to a Person person other than the registered holder of the Frontier Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Frontier Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior At or prior to the Effective Time, Parent or Merger Sub shall enter into an agreement with the Company’s transfer agent or such other person selected by Parent and who is reasonably acceptable to Company shall designate a bank or trust company to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) to receive payment of the Merger Consideration to which the stockholders of the Company shall become entitled pursuant to this ARTICLE II. At or immediately prior to the Effective Time, Merger Sub shall deposit with the Paying Agent in trust for the benefit of holders of fractional shares of Class A Common Stock Shares, sufficient funds to receive funds pursuant to Section 4.01(b)immediately pay the aggregate Merger Consideration. Such funds shall may be invested by the Paying Agent as directed by Merger Sub or, after the CompanyEffective Time, the Surviving Corporation; provided that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the stockholders of the Company in the amount of any such losses and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective TimeTime (and in any event within two (2) business days thereafter), the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of (i) an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(brepresented Common Shares (the “Certificates”) or (ii) Common Shares represented by book-entry (“Book-Entry Shares”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and instructions for use in effecting the surrender of the Certificates pursuant to Certificates, or in the case of Book-Entry Shares the surrender of such letter Book-Entry Shares, for payment of transmittalthe applicable Merger Consideration therefor. Upon surrender to the Paying Agent of a CertificateCertificate or of Book-Entry Shares, 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 Book-Entry Shares shall be entitled to receive in exchange therefor the Offer Price applicable Merger Consideration for each share Common Share formerly evidenced represented by such Certificate, Certificate or Book-Entry Shares and such Certificate or Book-Entry Share shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificatethe Certificates or Book-Entry Shares. If payment of the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares 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 person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Offer Price 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 Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 2.3(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit each Certificate and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Book-Entry Share shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeARTICLE II. (c) At any time following the twelfth month date that is twelve months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates or Book-Entry Shares and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to Parent and the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held by them. Notwithstanding Paying Agent, in connection with the foregoingexchange of Common Shares for the Merger Consideration. (d) After the Effective Time, neither the stock transfer books of the Company nor shall be closed and thereafter there shall be no further registration of transfers of Common Shares that were outstanding prior to the Effective Time. After the Effective Time, Certificates or Book-Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this ARTICLE II. (e) Notwithstanding anything in this Agreement to the contrary, Parent and the Paying Agent shall be liable entitled to deduct and withhold from the consideration otherwise payable to any former holder of Common Shares pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under applicable Tax (as defined herein) laws. (f) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the reasonable replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a fractional share of Class A Common Stock bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for any Offer Price delivered the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Common Shares represented by such share to a public official Certificate pursuant to any abandoned property, escheat or other similar lawthis ARTICLE II. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective Time, the Purchaser shall appoint American Stock Transfer & Trust Company shall designate a or such other commercial bank or trust company designated by Purchaser and reasonably acceptable to the Company to act as exchange agent hereunder (the “Paying Agent”"EXCHANGE AGENT") for the holders payment of fractional shares the Per Share Amount upon surrender of Class A Common Stock to receive funds pursuant to Section 4.01(b)certificates representing the Shares. Such funds All of the fees and expenses of the Exchange Agent shall be invested borne by the Paying Agent as directed by the CompanyPurchaser. (b) Promptly after Parent shall cause the Effective TimeSurviving Corporation to provide the Exchange Agent with cash in amounts necessary to pay for all of the Shares pursuant to SECTION 1.8(c) hereof when and as such amounts are needed by the Exchange Agent. (c) On the Closing Date, Purchaser shall instruct the Exchange Agent to mail to each holder of record of a certificate representing any Shares canceled upon the Merger pursuant to SECTIONS 1.6(a) AND (b) hereof, within five business days of receiving from the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(ba list of such holders of record, (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 shares that were converted into fractional shares in the Reverse Stock Split certificates shall pass, only upon proper delivery of the Certificates certificates 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 the surrender of the Certificates certificates. Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to SECTIONS 1.6(a) AND (b) hereof may thereafter surrender such letter certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of transmittalsuch certificate or certificates on such holder's behalf for a period ending one year after the Effective Time. Upon the surrender of certificates representing the Shares, Parent 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 the Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment cash in an amount equal to the Offer Price applicable 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) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (d) If payment of 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 formerly evidencing shares 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 Offer Price to in a Person name other than that of the registered holder of the Certificate surrendered, certificate or instrument surrendered or shall have established to the satisfaction of Parent or the Company Exchange Agent that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in payable. (e) At the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostEffective Time, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each stock transfer books of the Company and the Paying Agent shall be entitled to deduct closed, and withhold from any amounts otherwise payable pursuant to this Agreement in respect no transfer of fractional shares Shares shall be made thereafter, other than transfers of Class A Common Stock such amount as it is required to deduct and withhold with respect Shares that have occurred prior to the making of such payment under any LawEffective Time. To In the extent that amounts event that, after the Effective Time, certificates are so withheldpresented to the Surviving Corporation, such withheld amounts they shall be treated canceled and exchanged for purposes of this Agreement cash as having been provided in SECTIONS 1.6(a) AND (b). (f) The Per Share Amount paid in the Merger shall be net to the holder of Shares in cash, and without interest thereon subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeholder. (cg) At any time Promptly following the twelfth month date which is one year after the Effective Time, the Company Exchange Agent shall be entitled to require the Paying Agent to deliver to it any funds which had been made available Parent all cash, certificates and other documents in its possession relating to the Paying Agent transactions contemplated hereby, and not disbursed to holders the Exchange Agent's duties shall terminate. Thereafter, each holder of fractional shares a certificate representing Shares (other than certificates representing Dissenting Shares and certificates representing Shares held directly or indirectly by Parent or in the treasury of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, Company) may surrender such holders shall be entitled to look certificate to the Company Surviving Corporation and (subject to any applicable abandoned property, escheat and other or similar lawslaw) only as general creditors thereof with respect to receive in consideration therefor the aggregate Per Share Amount relating thereto, without any Offer Price that may be payable upon due surrender interest thereon. (h) None of the Certificates held by them. Notwithstanding Company, Parent, the foregoing, neither Surviving Corporation or the Company nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock Shares for any Offer Price cash delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law, rule, regulation, statute, order, judgment or decree. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior Following the date of this Agreement and in any event not less than three business days prior to the Effective Time, mailing of the Company Proxy Statement to the stockholders of the Company, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as exchange agent in connection with the Merger (the “Paying "Exchange Agent”") for the holders purpose of exchanging Certificates or Shares represented by book-entry ("Book-Entry Shares"), for Parent ADRs, certificates representing Parent Ordinary Shares ("Parent Ordinary Share Certificates"), as applicable, and/or cash consideration (including cash payable in lieu of fractional shares of Class A Common Stock to receive funds pursuant to interests in Parent Depository Shares or Parent Ordinary Shares, as applicable, in accordance with Section 4.01(b2.6(k). Such funds shall be invested by the Paying Agent as directed by the Company). (b) The Exchange Agent shall act as the agent for each holder of Shares to receive the Merger Consideration to which such holder shall become entitled to receive with respect to such holder's Shares pursuant to this Article II. (c) Parent shall deposit, or cause the Depository to deposit, with the Exchange Agent, from time to time, (i) that number of Parent ADRs and Parent Ordinary Share Certificates, as applicable, in any denominations as the Exchange Agent shall specify and (ii) cash, in each case as are issuable or payable, respectively, pursuant to this Article II in respect of Shares for which Certificates or Book-Entry Shares have been properly delivered to the Exchange Agent. (d) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time shall be entitled to receive funds pursuant to Section 4.01(bTime, of Non-Electing Shares (these holders, "Non-Electing Holders"), (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 shares that were converted into fractional shares in the Reverse Stock Split held by such holder representing such Non-Electing Shares 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 in the letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates pursuant or, in the case of Book-Entry Shares, the surrender of such Shares, for payment of the Merger Consideration therefor. (e) Each stockholder who properly made and did not revoke a Cash Election or Stock Election shall be entitled to receive in exchange for such letter of transmittal. Upon stockholder's Electing Shares, and upon surrender by a Non-Electing Holder to the Paying Exchange Agent of a CertificateCertificate or Book-Entry Shares, as applicable, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate Non-Electing Holder shall be entitled to receive in exchange therefor therefor, (i) the Offer Price for each share formerly evidenced number of whole Parent Depository Shares (or Parent Ordinary Shares, as applicable), if any, into which such holder's Shares represented by such Certificateholder's properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article II, and (ii) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 2.6(l)) equal to (A) the amount of cash (including the Per Share Cash Consideration and cash in lieu of fractional interests in Parent Depository Shares (or Parent Ordinary Shares, as applicable) to be paid pursuant to Section 2.6(k)), if any, into which such Certificate shall then be canceled. holder's Shares represented by such holder's properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article II, plus (B) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 2.6(i). (f) No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificatethe Certificates or Book-Entry Shares. If payment or issuance of the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment or issuance 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 or issuance shall have paid all to the Exchange Agent any transfer and other taxes required by reason of the payment or issuance of the Offer Price 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 Company Exchange Agent that such taxes tax either have has been paid or are is not applicable. Until so surrendered, each Certificate or Book-Entry Share shall, after the Effective Time, represent for all purposes only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (g) 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 that were outstanding prior to the Effective Time. After the Effective Time, Certificates or Book-Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (h) Any Parent Depository Shares (or Parent Ordinary Shares, as applicable) to be issued and any cash to be paid in respect of Shares (including any cash in lieu of fractional interests in Parent Depository Shares (or Parent Ordinary Shares, as applicable) to be paid pursuant to Section 2.6(k), plus any cash dividend or other distribution that a former holder of Shares has the right to receive pursuant to Section 2.6(i)) pursuant to this Article II, that remains unclaimed by any former holder of Shares nine months after the Effective Time shall be held by the Exchange Agent (or a successor agent appointed by Parent) or shall be delivered to Parent (and/or to the Depository upon the instruction of Parent and held by the Depository subject to the instruction of Parent in an account or accounts designated for this purpose). Parent shall not be liable to any former holder of Shares for any securities properly delivered or any amount properly paid by the Depository, the Exchange Agent or its nominee, as the case may be, to a public official pursuant to applicable abandoned property, escheat or similar law. If any Certificate or Book-Entry Shares has not been surrendered prior to two years after the Effective Time (or immediately prior to an earlier date on which the Merger Consideration in respect of the Certificate or Book-Entry Shares would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.5(b)), any cash, share dividends and distributions otherwise payable in respect of the Certificate or Book-Entry Shares shall, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (i) No dividends or other distributions with respect to Parent Depository Shares (or Parent Ordinary Shares, as applicable), issuable with respect to the Shares shall be paid to the holder of shares any unsurrendered Certificates or Book-Entry Shares until those Certificates or Book-Entry Shares are surrendered as provided in this Article II. Upon surrender, there shall be issued and/or paid to the holder of Class A Common Stock the Parent Depository Shares (or Parent Ordinary Shares, as applicable), issued in exchange therefor, without interest, (A) at the time of surrender, the dividends or other distributions payable with respect to those Parent Depository Shares (or Parent Ordinary Shares, as applicable) with a record date on or after the date of the Effective Time and a payment date on or prior to the date of this surrender and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to those Parent Depository Shares (and Parent Ordinary Shares, as applicable) with a record date on or after the date of the Effective Time but with a payment date subsequent to surrender. (j) In the event that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates any Certificate shall have been lost, mutilated stolen or destroyed, upon the holder's compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article II. (k) Each holder of Shares otherwise entitled to receive a fractional interest in a Parent Depository Share or Parent Ordinary Share, as applicable, pursuant to the terms of this Article II, shall be entitled to receive, in accordance with the provisions of this Section 2.6(k), a cash payment (without interest) in lieu of that fractional interest in a Parent Depository Share (or Parent Ordinary Share, as applicable) determined by multiplying the fractional interest to which such holder may deliver would otherwise be entitled by (x) in the case of a fractional interest in a Parent Ordinary Share, the closing price for a Parent Ordinary Share as reported on the Daily Official List of the LSE on the first trading day following the date on which the Effective Time occurs and (y) in the case of a fractional interest in a Parent Depository Share, the amount determined pursuant to clause (x) multiplied by 5. Any cash payment in lieu thereof an affidavit of a fractional interest shall be made in U.S. dollars, in the case of a Parent Depository Share, and indemnity bond U.K. pounds sterling, in form and substance and with surety reasonably satisfactory the case of a Parent Ordinary Share. (l) Notwithstanding anything in this Agreement to the Company. Each of the Company contrary, Parent and the Paying Exchange Agent shall be entitled to deduct and withhold from any amounts the consideration otherwise payable to any former holder of Shares pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount any amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such this payment under the Code, or under any Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheldwithheld and paid over to the appropriate taxing authority, such withheld amounts the Surviving Corporation shall be treated for purposes as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement as having been paid to any former holder of Shares, sold this consideration for an amount of cash equal to the holder fair market value of such fractional shares the consideration at the time of Class A Common Stock in respect of which such deduction the deemed sale and withholding was madepaid these cash proceeds to the appropriate taxing authority. (cm) At The Exchange Agent shall invest any time following cash deposited with the twelfth month after Exchange Agent by Parent (or caused to be deposited by Parent), as directed by Parent, provided that no such investment or losses thereon shall affect the Effective Time, the Company 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 Per Share Cash Consideration payable to holders of Shares entitled to receive such consideration or cash in lieu of fractional shares of Class A Common Stock (includinginterests, without limitation, all interest and other income received by the Paying Agent as provided in respect of all funds made available to itSection 2.6(k), and, thereafter, and Parent shall promptly provide additional funds to the Exchange Agent for the benefit of holders of Shares entitled to receive such holders consideration in the amount of any such losses. Any interest or income produced by such investments shall be entitled to look payable to the Company (subject to abandoned propertySurviving Corporation or Parent, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawParent directs. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective Time, Parent ------------------- shall make available, by transferring to the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) Exchange Agent for the holders benefit of fractional shares the stockholders of Class A Common Stock to receive funds Company, such amount of cash as shall be payable in exchange for outstanding Shares pursuant to Section 4.01(b)2.6 hereof. Such funds shall be invested by the Paying Exchange Agent as directed by the CompanySurviving 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 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 As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (other than to holders of Company shall cause Common Stock to be mailed cancelled as set forth in Section 2.6(b) or 2.6(c) or Dissenting Shares) of a certificate or certificates that immediately prior to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(brepresented outstanding shares of Company Common Stock (the "Certificates") (i) a form of letter of transmittal (which shall be in customary ------------- - form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent) and (ii) instructions for use in effecting the surrender of the -- Certificates pursuant to such letter of transmittal. in exchange for the Merger Consideration. (c) Upon surrender of 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 agreements as may be required pursuant to such instructionsthe Exchange Agent shall reasonably request, the holder of such Certificate shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced by such CertificateMerger Consideration, and such the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.8, each Certificate shall then be canceleddeemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. No interest shall accrue or be paid on the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (cd) At any time following the twelfth month after the Effective Time, the Company shall be entitled to require the Paying Agent to deliver to it any funds which had been Any amounts of cash delivered or made available to the Paying Exchange Agent pursuant to this Section 2.8 and not disbursed exchanged for Certificates within six months after the Effective Time pursuant to this Section 2.8 shall be returned by the Exchange Agent to Parent, which thereafter shall act as Exchange Agent subject to the rights of holders of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, unsurrendered Certificates under this Article II. Thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company Surviving Corporation nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Company Common Stock for any Offer Price Merger Consideration delivered in respect of such share Share to a public official pursuant to any abandoned property, escheat or other similar law. (de) From If any payment of the Merger Consideration is to be made to a person other than that in which the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (f) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, holders of Certificates representing such shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal are presented to the Offer Price multiplied by Surviving Corporation, they shall be cancelled and exchanged for the number of shares of Class A Common Stock held by such holder prior to the Effective Time or Merger Consideration as provided by applicable Law.in this Article I.

Surrender of Shares. (a) Prior to the Effective Time, the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed (a) to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled represented Network Common (the "Certificates"), and (b) to receive funds pursuant to Section 4.01(b) each record holder, as of the Effective Time, of a Warrant, in each case, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split or Warrants, as applicable, shall pass, only upon proper delivery of the Certificates thereof to the Paying trust company to act as agent for the holders of Network Common and Warrants in connection with the Merger (the "Agent") and instructions for use in effecting the surrender of the Certificates pursuant to such letter or Warrants, as applicable, for payment of transmittalthe Merger Consideration. Upon surrender to the Paying Agent of a CertificateCertificate or Warrant, 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 each Certificate or Warrant shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced by such Certificate, Merger Consideration and such Certificate or Warrant, respectively, shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit If payment of the holder of such Certificate. If the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares or Warrant is registered on the stock transfer books of the CompanyNetwork, it shall be a condition of payment that the Certificate or Warrant 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 Offer Price Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or Warrant surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective Time, the Company Merger Sub shall designate a bank or trust company enter into an agreement with Parent’s transfer agent to act as agent for the Company Stockholders in connection with the Merger (the “Paying "Exchange Agent”") and to receive the Merger Consideration to which the Company Stockholders shall become entitled pursuant to this ARTICLE 2. At or prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Exchange Agent to be held in trust for the benefit of holders of fractional Shares (i) all the cash necessary to pay for the Shares converted into the right to receive the Merger Consideration pursuant to Section 2.1(a) and (ii) such number of certificates of Parent Common Stock representing the shares of Class A Parent Common Stock to receive funds be issued pursuant to Section 4.01(b2.1(a) (the "Exchange Fund"). Such funds The Exchange Fund shall not be invested used for any purpose other than to fund payments due pursuant to this ARTICLE 2, except as provided in this Agreement. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with the Paying Agent as directed exchange of Shares for the Merger Consideration and other amounts contemplated by this ARTICLE 2. Parent shall have the Companyright to withdraw from the Exchange Fund any amount paid or shares of Parent Common Stock delivered by Parent or the Surviving Corporation with respect to any Dissenting Shares, the amount so withdrawn not to exceed the amount of consideration held in the Exchange Fund with respect to such Dissenting Shares. (b) Promptly after the Effective Time, the Company Parent shall cause to be mailed to each Person who following record holder as of the Effective Time shall be entitled of (x) a Certificate or Certificates which immediately prior to the Effective Time represented Shares, or (y) uncertificated Shares represented by book-entry ("Book-Entry Shares"), which, in each case, were converted into the right to receive funds pursuant to Section 4.01(bthe Merger Consideration with respect thereto, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, together with such letter(s) of transmittal properly completed and duly executed to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalor Book-Entry Shares in exchange for the Merger Consideration. Upon surrender to the Paying Exchange Agent of a CertificateCertificate or Book-Entry Share, 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 Book-Entry Share shall be entitled to receive in exchange therefor upon such surrender of such Certificate or Book-Entry Share the Offer Price for each share formerly evidenced by such Certificate, Merger Consideration pursuant to Section 2.1(a) and such Certificate or Book-Entry Share shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit If payment of the holder of such Certificate. If the payment equal to the Offer Price 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 Companyregistered, it shall be a condition of payment that the Certificate or Book-Entry Share 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 2.2(b), mutilated each Certificate or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent Book-Entry Share shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable represent only the right to receive upon such surrender of such Certificate or Book-Entry Share the Merger Consideration pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any LawSection 2.1(a). To the extent that amounts are so withheld, such withheld amounts No interest shall be treated for purposes paid or accrue on the cash payable upon surrender of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeany Certificate or Book-Entry Share. (c) At any time following the twelfth month date that is twenty-four (24) months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Exchange Agent to deliver to it any funds portion of the Exchange Fund which had has been made available to the Paying Exchange Agent and which has not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates or Book-Entry Shares and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to Parent and the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held Exchange Agent, incurred by themit in connection with the exchange of Shares for the Merger Consideration and other amounts contemplated by this ARTICLE 2. Notwithstanding the foregoingNone of Parent, neither Merger Sub, the Company nor or the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any cash delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. The Merger Consideration paid in accordance with the terms of this ARTICLE 2 in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares of Company Common Stock represented thereby. (d) From 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 that were outstanding prior to the Effective Time. If, after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares Certificates are presented to the Surviving Corporation for transfer or transfer is sought for Book-Entry Shares, such Certificates or Book-Entry Shares shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this ARTICLE 2, subject to applicable Law in the Reverse Stock Split case of Dissenting Shares. Such stock transfer books shall cease be delivered to the Surviving Corporation as soon as reasonably possible after the Effective Time. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof claiming such Certificate to be lost, stolen or destroyed, and, if reasonably requested, the posting by the holder of a bond in customary amount as indemnity against any rights claim that may be made against it with respect to the Certificate, the Exchange Agent will deliver in exchange for the lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the Shares represented by such fractional shares except Certificate pursuant to this ARTICLE 2. (f) The Exchange Agent shall invest the right cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to receive Parent in (i) obligations of or guaranteed by the United States of America or any agency or instrumentality thereof, or (ii) money market accounts, certificates of deposit, bank repurchase agreement or banker’s acceptances of, or demand deposits with, commercial banks having a combined capital and surplus of at least $5,000,000,000. Any profit or loss resulting from, or interest and other income produced by, such investments shall be for the account of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder (but subject to Section 2.3), Parent shall promptly deposit cash into the Exchange Fund in an amount that is equal to the Offer Price multiplied by deficiency in the number amount of shares of Class A Common Stock held by cash required to fully satisfy such holder prior to the Effective Time or as provided by applicable Lawcash payment obligations.

Surrender of Shares. (a) Prior to the Effective Time, the Company Parent shall designate a appoint First Union National Bank or such other commercial bank or trust company as may be designated by Parent and reasonably acceptable to the Company to act as exchange agent hereunder (the “Paying "Exchange Agent”") for the holders payment of fractional shares the Per Share Amount upon surrender of Class A Common Stock to receive funds pursuant to Section 4.01(b)certificates representing the Shares. Such funds All the fees and expenses of the Exchange Agent shall be invested borne by the Paying Agent as directed Surviving Corporation, provided, however, that, if the Merger shall not be consummated, such fees and expenses shall be borne by the CompanyParent. (b) Promptly after At or before the Effective Time, the Company Parent shall cause the Surviving Corporation to be mailed provide the Exchange Agent with cash in the amounts necessary to each Person who following pay the Effective Time shall be entitled to receive funds Per Share Amount in respect of all the Shares pursuant to Section 4.01(b1.06(a) hereof (including, if necessary, by providing or causing to be provided cash for this purpose to the Surviving Corporation) to be held for the benefit of and distributed to the holders of such Shares in accordance with this Section. (c) On the Closing Date, the Surviving Corporation shall instruct the Exchange Agent to mail promptly to each holder of record of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 1.06(a) hereof (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 shares that were converted into fractional shares in the Reverse Stock Split certificates shall pass, only upon proper delivery of the Certificates certificates 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 the surrender of such certificates. Each holder of a certificate or certificates representing any Shares canceled upon the Certificates Merger pursuant to Section 1.06(a) hereof may thereafter surrender such letter certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of transmittalsuch certificate or certificates on such holder's behalf for a period ending one year after the Effective Time. Upon the surrender of certificates representing the Shares, the Surviving Corporation 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 the Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment respect thereof cash in an amount equal to the Offer Price Per Share Amount multiplied by the number of Shares represented by such certificate. Until so surrendered, each such certificate representing Shares cancelled upon the Merger pursuant to Section 1.06(a) hereof shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (d) If payment of 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 formerly evidencing shares certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate certificate so surrendered shall be properly endorsed properly or shall otherwise be in proper form for transfer by delivery 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 Offer Price to in a Person name other than that of the registered holder of the Certificate surrendered, certificate or instrument surrendered or shall have established to the satisfaction of Parent or the Company Exchange Agent that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in payable. (e) At the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostEffective Time, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each stock transfer books of the Company and the Paying Agent shall be entitled closed, and no transfer of Shares shall be made thereafter, other than transfers of Shares that have occurred prior to deduct the Effective Time and, if necessary, entries reflecting (i) the purchase and withhold from any amounts otherwise payable pursuant issuance of up to 200,000 Shares as of June 30, 2000 in accordance with the Company's Employee Stock Purchase Plan and (ii) entries reflecting the Company's purchase in the open market of Shares outstanding on the date of this Agreement to the extent necessary to satisfy the Company's matching obligations under its 401(k) plan, which entries, in respect the case of fractional shares either (i) or (ii), shall be made solely for the purpose of Class A Common Stock such amount as it is required to deduct and withhold paying the Per Share Amount with respect to each such Share. In the making of such payment under event that, after the Effective Time, certificates representing Shares (other than any Law. To Dissenting Shares) are presented to the extent that amounts are so withheldSurviving Corporation, such withheld amounts they shall be treated canceled and exchanged for purposes of this Agreement cash as having been provided in Section 1.06(a). (f) The Per Share Amount paid in the Merger shall be net to the holder of Shares in cash, and without interest thereon, subject to reduction only for any applicable withholding taxes and, but only if the Per Share Amount is to be paid other than to the registered holder, any applicable stock transfer taxes payable by such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeholder. (cg) At any time Promptly following the twelfth month date which is one year after the Effective Time, the Company Exchange Agent shall be entitled to require the Paying Agent to deliver to it any funds which had been made available the Surviving Corporation all cash, certificates and other documents in its possession relating to the Paying Agent transactions contemplated hereby, and not disbursed to holders the Exchange Agent's duties shall terminate. Thereafter, each holder of fractional shares of Class A Common Stock a certificate representing Shares (including, without limitation, all interest other than certificates representing Dissenting Shares and other income received certificates representing Shares held directly or indirectly by the Paying Agent in respect of all funds made available to it), and, thereafter, Surviving Corporation or Parent) may surrender such holders shall be entitled to look certificate to the Company Surviving Corporation and (subject to any applicable abandoned property, escheat and other or similar lawslaw) only as general creditors receive in respect thereof with respect to the aggregate Per Share Amount relating thereto, without any Offer Price that may be payable upon due surrender interest thereon. (h) None of the Certificates held by them. Notwithstanding Company, Parent, Merger Sub, the foregoing, neither Surviving Corporation or the Company nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock Shares for any Offer Price cash delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law, rule, regulation, statute, order, judgment or decree. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. STOCK TRANSFER BOOKS. ------------------------------------------------------- (a) Prior to the Effective Time, the Company Purchaser shall designate a First Union National Bank, NationsBank, N.A., or such other bank or trust company reasonably acceptable to the Company, to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock Shares in connection with the Merger (the "Paying Agent") to receive funds and disburse the cash to which holders of Shares shall become entitled pursuant to Section 4.01(b2.6(a). At the Effective Time, Parent or Purchaser will make available to the Paying Agent sufficient funds to make all payments pursuant to Section 2.6(a). Such funds shall be invested by the Paying Agent as directed by Purchaser or, after the CompanyEffective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's 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 Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate, certificates or lost certificate affidavits which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (the "Certificates"), a form of letter of transmittal mutually agreeable to the Company and Parent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, and such Certificate shall then be canceled. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation promptly, but in no event later than three business days after receipt of such documents by the Paying Agent, shall cause to be paid to the persons entitled thereto, a check in the amount to which such persons are entitled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit Certificates. If payment of the holder of such Certificate. If the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares 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 person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Offer Price 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 Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Merger Consideration for Shares. In the event any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates certificate representing Shares shall have been lost, mutilated stolen or destroyed, such holder may deliver in lieu thereof upon the making of an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory of that fact by the person claiming such certificate to the Company. Each of the Company and be lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such affidavit, as well as an unsecured indemnity in favor of the Surviving Corporation for any claim that may be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold made against the Surviving Corporation with respect to the making of such payment under any Law. To certificate alleged to have been lost, stolen or destroyed, the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock Merger Consideration deliverable in respect of which such deduction and withholding was madethereof. (c) At any time following the twelfth month after first anniversary of the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent 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 fractional shares of Class A Common Stock (includingCertificates, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of the Certificates held by themtheir Certificates. Notwithstanding the foregoing, neither the Company Surviving Corporation nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock Certificate for any Offer Price 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 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 Certificates evidencing ownership of Class A Common Stock that were converted into fractional shares in Shares outstanding immediately prior to the Reverse Stock Split Effective Time shall cease to have any rights with respect to such fractional shares Shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time as otherwise provided for herein or as provided by applicable Lawlaw.

Surrender of Shares. (a) Prior to the Closing Date, Parent shall appoint Equiserve Limited Partnership or another agent reasonably acceptable to the Company to act as exchange agent (the "Exchange Agent") for the Merger. As of the Effective Time, Parent shall deposit with the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) Exchange Agent for the benefit of holders of fractional shares of Class A Common Stock Shares, the aggregate consideration to receive funds which such holders shall be entitled at the Effective Time pursuant to Section 4.01(b)1.3 hereof. Such funds shall be invested by the Paying Exchange Agent as directed by the Company. (b) Promptly Parent or, after the Effective Time, the Company Surviving Corporation, provided that such investments shall cause be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's 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 be mailed the Merger Sub, the Surviving Corporation or Parent, as Parent directs. (b) On the Closing Date, Parent shall instruct the Exchange Agent to mail to each Person who following holder of record of a certificate representing any Shares cancelled upon the Effective Time shall be entitled to receive funds Merger pursuant to Section 4.01(b1.3(a) hereof, promptly after receiving from the Company a list of such holders of record, (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 shares that were converted into fractional shares in the Reverse Stock Split certificates shall pass, only upon proper delivery of the Certificates certificates 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 the surrender of the Certificates certificates. Each holder of a certificate or certificates representing any Shares cancelled upon the Merger pursuant to Section 1.3(a) hereof may thereafter surrender such letter certificate or certificates to the Exchange Agent, as agent for such holder, to affect the surrender of transmittalsuch certificate or certificates on such holder's behalf for a period ending one hundred eighty (180) days after the Effective Time. Upon the surrender of certificates representing the Shares, Parent 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, promptly pay the holder of such Certificate shall be entitled to receive certificates in exchange therefor cash in an amount equal to the Offer Price for each share formerly evidenced Per Share Amount multiplied by the number of Shares represented by such Certificatecertificate subject to Sections 1.5(c) and 1.5(e) hereof. Until so surrendered, each such certificate (other than certificates representing Dissenting Shares or Shares held by Parent or any direct or indirect wholly owned Subsidiary of Parent other than Shares held by TRW Investment Management Co., its advisors or employee benefit plans of Parent or any of its Subsidiaries or in the treasury of the Company) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. (c) If payment of cash in respect of cancelled 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 Certificate payment shall then have paid any transfer and other Taxes (as hereinafter defined) 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 canceledclosed and no transfer of Shares shall be made thereafter, other than transfers of Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, certificates for Shares are presented to the Surviving Corporation, its transfer agent or the Exchange Agent, they shall be cancelled and exchanged for cash as provided in Section 1.3(a) hereof. No interest shall accrue or be paid on the Offer Price any cash payable upon the surrender of any Certificate for a certificate or certificates that immediately before the benefit of the holder of such CertificateEffective Time represented outstanding Shares. If the payment equal to the Offer Price 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 From and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company holders of certificates evidencing ownership of 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. (e) The Merger Consideration paid in the Merger shall be entitled net to require the Paying holder of Shares in cash, subject to reduction only for any applicable federal back-up withholding or, as set forth in Section 1.5(c) hereof, stock transfer Taxes payable by such holder. (f) Promptly following the date which is 180 calendar days after the Effective Time, the Exchange Agent to shall deliver to it any funds which had been made available Parent all cash (including interest received with respect thereto), certificates and other documents in its possession relating to the Paying Agent transactions contemplated hereby, and not disbursed 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 to holders of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available be cancelled pursuant to it), and, thereafter, such holders Section 1.3(b) hereof) shall be entitled to look to Parent only as a general creditor with respect to the Company aggregate Merger Consideration relating thereto payable upon surrender of such certificate, without any interest or dividends thereon (subject to applicable abandoned property, escheat and other similar lawsLaws). (g) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender None of the Certificates held by them. Notwithstanding Company, Merger Sub, Parent or the foregoing, neither the Company nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock Shares for any Offer Price cash delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law, rule, regulation, statute, order, judgment or decree. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior From time to time after the Effective Time, the Company Parent shall designate deposit (or cause to be deposited) with a bank or trust company designated by Parent and reasonably acceptable to act as agent the Company (the “Paying Agent”) for sufficient funds to timely make, and shall cause the holders of fractional shares of Class A Common Stock Paying Agent to receive funds timely make, all payments pursuant to Section 4.01(b3.4(b). Such funds shall may be invested by the Paying Agent as directed by Parent; provided, that such investments shall be in short-term obligations of the CompanyUnited States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (the “Certificates”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates on the Merger Consideration payable in respect of such Certificatethe Certificates. If payment of the payment equal to the Offer Price 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 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 3.4(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle III. (c) At any time following the twelfth month date that is six (6) months after the Effective Time, the Company Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of the Certificates held by themtheir Certificates. Notwithstanding the foregoingThe Surviving Corporation shall pay all charges and expenses, neither the Company nor including those of the Paying Agent shall be liable to any holder Agent, in connection with the exchange of a fractional share of Class A Common Stock Shares for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawthe Merger Consideration. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article III. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as provided indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by applicable Lawsuch Certificate pursuant to this Article III.

Surrender of Shares. (a) Prior to the Effective Timemailing of the Proxy Statement (as defined in Section 3.12), the Company Purchaser shall designate appoint a bank or trust company which is reasonably satisfactory to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration. When and as needed, the Surviving Corporation will deposit with the Paying Agent for the benefit of former holders of fractional shares of Class A the Company's Common Stock sufficient funds to receive funds make all payments pursuant to this Section 4.01(b)2.8. Such funds shall be invested by the Paying Agent as directed by the CompanySurviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's 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 as it directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (the "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 shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price for each share formerly evidenced aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate, and such Certificate or Certificates surrendered shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificatehave been converted pursuant to this Agreement. If the payment equal to the Offer Price any Merger Consideration is to be made remitted to a Person person whose name is other than that in which the Person in whose name the Certificate for Company Common Stock surrendered Certificate formerly evidencing shares for exchange is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be endorsed properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment exchange shall have paid all any transfer and and/or other taxes required by reason of the payment remittance of the Offer Price Merger Consideration to a Person person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in No interest shall be paid or accrued, upon the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and Certificates, for the Paying Agent shall be entitled to deduct and withhold from benefit of holders of the Certificates on any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeMerger Consideration. (c) At any time following the twelfth month six months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to deposited with the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (includingCertificates, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look only to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) and only as general creditors thereof with respect for payment of their claim for Merger Consideration to any Offer Price that which such holders may be payable upon due surrender of the Certificates held by them. entitled. (d) Notwithstanding the foregoingprovisions of Section 2.8(c), neither the Company Surviving Corporation nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. (d) From and . If any Certificates representing shares of Company Common Stock shall not have been surrendered prior to one year after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect Time (or immediately prior to such fractional shares except earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the right to receive an amount equal property of any governmental entity), any such cash shall, to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided extent permitted by applicable Lawlaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Surrender of Shares. (a) Prior At the Closing, Parent will deposit (or cause to the Effective Time, the Company shall designate be deposited) with a bank or trust company designated by Parent and reasonably acceptable to act as agent the Company (the “Paying Agent”) for cash in an amount sufficient to pay the stockholders of the Company (other than any holders of Dissenting Shares) the aggregate consideration payable to the holders of fractional shares of Class A Common Stock to receive funds Shares pursuant to Section 4.01(b3.1(a) (but which cash shall not, for the avoidance of doubt, be for payments in respect of Cash-Out Options, Company Restricted Shares or Company Restricted Units, which shall be paid by the Company through its payroll system as part of its next full payroll cycle following the Closing Date). In addition, at the Closing, the Company shall deliver to the Paying Agent a single stock certificate, endorsed by the Company, representing all of the outstanding shares of Spinco Common Stock then owned by the Company, which number of shares shall equal the aggregate Spinco Consideration. Such funds shall cash may be invested by the Paying Agent as directed by Parent; provided, that such investments will be in short-term obligations of the CompanyUnited States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly No fractional shares of Spinco Common Stock shall be issued upon the surrender for exchange of Shares, no dividends or other distributions of Spinco shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Spinco. As soon as practicable after the Effective Time, Spinco shall direct the Paying Agent to determine the number of whole shares and fractional shares of Spinco Common Stock allocable to each holder of record or beneficial owner of Company shall Common Stock, Cash-Out Options and Company Restricted Stock Units as of the Record Date, to aggregate all such fractional shares and sell the whole shares obtained thereby at the direction of Spinco, in open market transactions, at then-prevailing trading prices, and to cause to be mailed distributed to each Person who following such holder or for the benefit of each such beneficial owner to which a fractional share shall be allocable such holder’s or owner’s ratable share of the proceeds of such sale, after making appropriate deductions of the amount required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and income and transfer taxes attributed to such sale. The Company and the Paying Agent shall use their reasonable commercial efforts to aggregate the shares of Company Common Stock that may be held by any beneficial owner thereof through more than one account in determining the fractional share allocable to such beneficial owner. (c) Promptly after the Effective Time shall be entitled (and in any event within two (2) Business Days thereafter), the Paying Agent will mail to receive funds each holder of record of a certificate or evidence of a book-entry share, which immediately prior to the Effective Time represented outstanding Shares, whose Shares were converted pursuant to Section 4.01(b3.1 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates evidencing certificate or book-entry shares that were converted into fractional shares in the Reverse Stock Split shall pass, will pass only upon proper delivery of the Certificates certificates or book-entry shares to the Paying Agent, and will be in such form and have such other provisions acceptable to the Company and Parent) (the “Letter of Transmittal”), and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter certificates or book-entry Shares in exchange for payment of transmittalthe Merger Consideration. Upon surrender of a certificate or book-entry Shares 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 Letter of transmittalTransmittal, duly completed executed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsproperly completed, the holder of such Certificate shall certificate or book-entry Share will be entitled to receive in exchange therefor the Offer Price Cash Merger Consideration and the Spinco Consideration for each share Share formerly evidenced represented by such Certificatecertificate or book-entry Share, and such Certificate the certificate or book-entry Share so surrendered will forthwith be cancelled. Until surrendered as contemplated by this Section 3.4(c), each certificate or book-entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and will not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. The Spinco Common Stock into which the Shares shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal converted pursuant to the Offer Price 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 Merger 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 Offer Price deemed to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid issued at the Effective Time for purposes of entitlement to dividends declared, if any, after the Effective Time; provided, that no dividends or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold other distributions with respect to shares of Spinco Common Stock, with a record date after the making of such payment under any Law. To the extent that amounts are so withheldEffective Time, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional any unsurrendered Share with respect to the shares of Class A Spinco Common Stock in respect of which they are entitled to receive until such deduction and withholding was madeShares are surrendered by such holder. (cd) At any time following the twelfth month date that is one (1) year after the Effective Time, the Company shall Parent will be entitled to require the Paying Agent to deliver to it any funds which had (including any interest received with respect thereto) and any shares of Spinco Common Stock that have been made available to the Paying Agent and that have not been disbursed to holders of certificates and book-entry Shares (including all dividends or other distributions payable with respect to such shares and all cash payable in lieu of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available pursuant to itSection 3.4(b)), and, thereafter, and thereafter such holders shall will be entitled to look only to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of their certificates and book-entry Shares. Subject to Section 2.3(b) of the Certificates held by themSeparation Agreement, the Surviving Corporation will pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration. Notwithstanding None of the foregoingCompany, neither the Company nor Parent, Merger Sub or the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered Person in respect of such share any portion of the funds or shares of Spinco Common Stock delivered to the Paying Agent hereunder that is delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. If any Share shall not have been surrendered immediately prior to such date on which any Merger Consideration (including all dividends or other distributions payable with respect to such shares and all cash payable in lieu of fractional shares pursuant to Section 3.4(b)) shall become, to the extent permitted by applicable Legal Requirements, the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (de) From and after After the Effective Time, holders the stock transfer books of shares the Company will be closed, and thereafter there will be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, certificates and book-entry Shares presented to the Surviving Corporation for transfer will be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth in, this ARTICLE III. (f) In the event that any certificate has been lost, stolen or as provided destroyed, upon the holder’s delivery of an affidavit of loss to the Paying Agent, the Paying Agent will deliver in exchange for the lost, stolen or destroyed certificate the Merger Consideration payable in respect of the Shares represented by applicable Lawsuch certificate.

Surrender of Shares. (a) Prior to At and after the Effective Time-------------------- Date, the Company Parent shall designate make available on a bank or trust company timely basis, by transferring to act as agent ChaseMellon Shareholder Services, Inc. (the “"Paying Agent”") for the holders benefit of fractional former stockholders of the Company, such funds as and when necessary to make the payments provided for in Section 1.10 herein with respect to the outstanding shares of Class A Company Common Stock and Preference Stock. The Paying Agent shall agree to receive hold such funds pursuant in trust for the benefit of the former stockholders of the Company and deliver such funds in accordance with the terms hereof and the terms of a Paying Agency Agreement to Section 4.01(b). Such funds shall be invested entered into by and between the Paying Agent as directed by the Companyand Parent. (b) Promptly after Prior to or at the Effective TimeDate, the Company Paying Agent shall mail or cause to be mailed to each Person who following record holder of an outstanding certificate or certificates which, immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) Date, represented shares of Company Common Stock or Preference Stock (the "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 shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying Agent) (the "Transmittal Letter") and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalfor payment therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, Transmittal Letter 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 Offer Price for each share formerly evidenced of Company Common Stock or Preference Stock represented by such Certificate, the Total Merger Consideration or Preference Stock Consideration, respectively, and such Certificate shall then forthwith be canceledcanceled upon receipt by the holder of such Certificate of the Total Merger Consideration or Preference Stock Consideration, respectively. No interest shall accrue or will be paid or accrued on the Offer Price Total Merger Consideration or Preference Stock Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. Certificates. (c) If the payment equal to the Offer Price is to be made to a Person person other than the Person person in whose name the Certificate surrendered Certificate formerly evidencing shares in exchange therefor is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment of the Total Merger Consideration or Preference Stock Consideration, as the case may be, that the Certificate so surrendered shall be properly endorsed properly or accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, and is otherwise be in proper form for transfer transfer, and that the Person requesting such payment shall have paid all pay any transfer and or other taxes required by reason law as a result of the such payment of the Offer Price to a Person other than the registered record holder of the Certificate surrendered, or shall have established establish to Parent's satisfaction that such tax has been paid or is not applicable. (d) After the Effective Date, there shall be no further transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Preference Stock which are outstanding at the Effective Date. If, after the Effective Date, Certificates are presented to the satisfaction Surviving Corporation or the Paying Agent for transfer, they shall be canceled and there shall be issued to the transferee in exchange for each share of Company Common Stock the Company that such taxes either Total Merger Consideration and in exchange for each share of Preference Stock the Preference Stock Consideration in accordance with Section 1.10 hereof. (e) The consideration payable upon the surrender for exchange of Certificates in accordance with the terms of this Article I shall be deemed to have been paid or are not applicable. If any holder in full satisfaction of all rights pertaining to the shares of Class A Company Common Stock that or Preference Stock theretofore represented by such Certificates, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Preference Stock which were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory outstanding immediately prior to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeEffective Date. (cf) At any time following the twelfth month after the Effective TimeNone of Parent, Acquisition Sub, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor or the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any cash delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. (d) From and . If any Certificates shall not have been surrendered prior to seven years after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect Date (or immediately prior to such fractional shares except earlier date on which any payment pursuant to this Article I would otherwise escheat to or become the right to receive an amount equal property of any Governmental Authority), the payment in respect of such Certificate shall, to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided extent permitted by applicable Lawlaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Surrender of Shares. (a) Prior to the Effective Time, Parent shall enter into an agreement with the Company shall designate a bank Company’s transfer agent (or trust company other suitable financial institution reasonably satisfactory to act as the Company) pursuant to which such agent (the “Paying Agent”) shall agree to exchange the Merger Consideration for Shares that have been converted into the holders of fractional shares of Class A Common Stock right to receive funds the Merger Consideration to which the shareholders of the Company shall become entitled pursuant to Section 4.01(b)2.1. At or prior to the Effective Time, Parent shall deposit with the Paying Agent sufficient funds to make all payments pursuant to Section 2.1. Such funds shall may be invested by the Paying Agent as directed by Parent, provided that (i) no such investment or losses thereon shall affect the CompanyMerger Consideration payable to the holders of Company Common Stock and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the shareholders of the Company in the amount of any such losses and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments shall be payable to the Surviving Corporation or Parent, as directed by Parent. (b) Promptly after the Effective Time and in any event not later than the fourth Business Day following the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or outstanding certificates (“Certificates”) that immediately prior to the Effective Time shall be entitled represented outstanding Shares, which have converted into the right to receive funds the Merger Consideration with respect thereto pursuant to Section 4.01(b) 2.1(a), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split held by such person 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 transmittalCertificates. 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 Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the fourth Business Day following the Effective Time, the Paying Agent shall issue and deliver to each holder of uncertificated Shares represented by book-entry (“Book-Entry Shares”) a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 2.1(a) in respect of such Book-Entry Shares, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder of such Certificate. If the payment equal to the Offer Price is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares is registered Shares on the stock Merger Consideration payable in respect of the Certificates or Book-Entry Shares. In the event of a transfer books of ownership of Shares that is not registered in the transfer records of the Company, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person person requesting such payment shall have paid all any transfer and other taxes Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of the Company Parent that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 2.3(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle II. (c) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 11:30 a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of Shares held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment. (d) At any time following the twelfth month date that is twelve months after the Effective Time, the Company Parent shall be entitled to require the Paying Agent to deliver to it any funds which had (including any interest received with respect thereto) that have been made available to the Paying Agent and that have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, Book-Entry Shares and thereafter such holders shall be entitled to look to Parent and the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of the their Certificates held by themand Book-Entry Shares. Notwithstanding the foregoing, neither the Company nor the Paying Agent Parent shall not be liable to any holder of a fractional share of Class A Common Stock Shares for any Offer Price delivered in respect of such share amounts paid to a public official pursuant to any applicable abandoned property, escheat or other similar lawlaws. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration. (de) From 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 that were outstanding prior to the Effective Time. If, after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares Certificates are presented to the Surviving Corporation for transfer, such Certificates shall be canceled and exchanged for the consideration provided for, and in accordance with the Reverse Stock Split procedures set forth, in this Article II. (f) Notwithstanding anything herein to the contrary, Parent, the Company, the Surviving Corporation and the Paying Agent shall cease be entitled to have deduct and withhold from the consideration otherwise payable pursuant to this Agreement any rights amount as may be required to be deducted and withheld with respect to the making of such fractional shares except payment under applicable Tax laws. To the right to receive an amount equal extent that amounts are so withheld by Parent, the Company, 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 Offer Price multiplied person in respect of whom such deduction and withholding was made by Parent or the Paying Agent. (g) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the number Paying Agent, including, if necessary, the posting by the holder of shares a bond in customary amount as indemnity against any claim that may be made against it or the Surviving Corporation with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of Class A Common Stock held the Shares represented by such holder prior Certificate pursuant to the Effective Time or as provided by applicable Lawthis Article II.

Surrender of Shares. (a) Prior to the Effective Time, Parent or Merger Sub shall enter into an agreement (in form and substance reasonably satisfactory to the Company shall designate Company) with a bank or trust company to act as transfer agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive the Merger Consideration to which the stockholders of the Company shall become entitled pursuant to this Article II. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to make all payments pursuant to Section 4.01(b2.3(b). Such funds shall may be invested by the Paying Agent as directed by Merger Sub or, after the CompanyEffective Time, the Surviving Corporation; provided that (a) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock and following any losses which result in, as of the time of such losses, an excess of (i) the Merger Consideration attributable to the outstanding Common Stock over (ii) the aggregate amount of such funds, Parent shall promptly provide or cause to be provided additional funds to the Paying Agent for the benefit of the stockholders of the Company in the amount of such excess and (b) such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be the sole and exclusive property of the Surviving Corporation and Parent and will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of (i) an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(brepresented Shares (the “Certificates”) or (ii) Shares represented by book-entry (“Book-Entry Shares”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) 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 for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a CertificateCertificate or of Book-Entry Shares, 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 Book-Entry Shares shall be entitled to receive in exchange therefor cash in an amount equal to the Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, Certificate or Book-Entry Shares (less any required withholding taxes) and such Certificate or Book-Entry Share shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificatethe Certificates or Book-Entry Shares. If payment of the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares 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 person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Offer Price 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 Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares Until surrendered as contemplated by, and in the Reverse Stock Split is unable to surrender such holder’s accordance with, this Section 2.3, each Certificate and each Book-Entry Share (other than Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent Book-Entry Shares representing Cancelled Shares or Dissenting Shares) shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle II. (c) At any time following the twelfth month date that is twelve (12) months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (includingCertificates or Book-Entry Shares, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to Parent and the Company Surviving Corporation (subject to abandoned property, escheat and or other similar lawsLaws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held by themPaying Agent, in connection with the exchange of Shares for the Merger Consideration. Notwithstanding None of Parent, Merger Sub, the foregoingCompany, neither the Company nor Surviving Corporation or the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any amount paid to a public official pursuant to any applicable abandoned property, escheat or other similar lawLaw. The Merger Consideration paid in accordance with the terms of this Article II in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares represented thereby. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Parent, free and clear of all claims or interest of any person previously entitled. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates or Book-Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II. (e) Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of Shares pursuant to this Agreement any amount as provided may be required to be deducted and withheld with respect to the making of such payment under applicable Tax Laws. To the extent that amounts are so properly withheld by Parent, the Surviving Corporation or the Paying Agent, as the case may be, and are paid over to the appropriate Governmental Entity in accordance with applicable Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent, as the case may be. (f) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s making of an affidavit of that fact (in a form reasonably satisfactory to Parent and the Paying Agent) and compliance with any reasonable replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by such Certificate pursuant to this Article II.

Surrender of Shares. (a) Prior TD shall appoint an agent (the “Exchange Agent”) for the purpose of exchanging certificates that immediately prior to the Migratory Merger Effective Time represented shares of Banknorth Common Stock (“Certificates”) and delivering the Merger Consideration, as described below. (b) At or prior to the Effective Time, (i) TD shall deposit, or shall cause to be deposited, with the Company shall designate a bank or trust company Exchange Agent (A) an estimated amount of cash sufficient to act as agent (pay the “Paying Agent”) for the holders Cash Consideration and any cash that may be payable in lieu of any fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b)2.9(g) and (B) certificates representing the TD Common Shares issuable in accordance with the terms of Section 2.8(a)(i) in exchange for shares of Banknorth Delaware Common Stock, and (ii) Banknorth Delaware shall deposit, or cause to be deposited, with the Exchange Agent certificates representing the Banknorth Delaware Consideration. Such funds The Exchange Agent shall be invested by the Paying Agent invest such deposited cash as directed by TD; provided that such investments shall be in obligations of or guaranteed by the CompanyUnited States of America, in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to TD. (bc) Promptly As soon as reasonably practicable after the Effective Time, and in no event more than five Business Days thereafter, the Company Exchange Agent shall cause to be mailed mail to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) holder of record of 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 shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying AgentExchange Agent and have such other provisions as TD and Banknorth shall reasonably specify) and instructions for use in effecting the surrender of the Certificates pursuant to such letter in exchange for payment of transmittalthe Merger Consideration therefor. Upon proper surrender of a Certificate for exchange and cancellation to the Paying Agent of a CertificateExchange Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Offer Price Merger Consideration for each share formerly evidenced represented by such Certificate, Certificate and such Certificate so surrendered shall then forthwith be canceledcancelled; provided, however, that the holders of such Certificates shall be permitted to specifically identify on such letter of transmittal those shares of Banknorth Delaware Common Stock that are to be converted into the TD Consideration and those shares of Banknorth Delaware Common Stock that are to be converted into the Banknorth Delaware Consideration. No interest shall accrue or will be paid or accrued for the benefit of holders of the Certificates on the Offer Price Merger Consideration payable upon the surrender of any Certificate the Certificates. Until so surrendered, each such Certificate, following the Effective Time, shall represent for all purposes only the benefit of right to receive the Merger Consideration. (d) No dividends or other distributions with respect to Banknorth Delaware Common Stock or TD Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to shares of Banknorth Delaware Common Stock or TD Common Shares, as applicable, that such Certificateholder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.9(g) until such holder shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, such holder thereof entitled to receive Banknorth Delaware Common Stock or TD Common Shares shall be entitled to receive any such dividends or other distributions, without any interest thereon, with a record date after the Effective Time and which theretofore had become payable with respect to whole shares of Banknorth Delaware Common Stock or TD Common Shares, as applicable, that such holder is entitled to receive pursuant to Section 2.8(a). (e) If the payment equal to of the Offer Price Merger Consideration is to be made to a Person person other than the Person in whose name the surrendered Certificate formerly evidencing shares is registered on the stock transfer books holder of the CompanyCertificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed properly (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the Person person requesting such payment shall have paid all pay to the Exchange Agent in advance any applicable stock transfer and or other taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, Taxes or shall have established establish to the reasonable satisfaction of the Company Exchange Agent that such taxes either Taxes have been paid or are not applicable. If any holder payable. (f) At and after the Migratory Merger Effective Time, no further transfers of shares of Class A Banknorth Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit issued and indemnity bond in form and substance and with surety reasonably satisfactory outstanding immediately prior to the Company. Each of the Company and the Paying Agent Migratory Merger Effective Time shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect recorded on the stock transfer books of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any LawBanknorth or Banknorth Delaware. To the extent that amounts are so withheldIf, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, Certificates are presented for transfer to the Company Exchange Agent, they shall be entitled to require cancelled and exchanged for the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent Merger Consideration as provided in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawthis Article II. (dg) From and Notwithstanding any other provision of this Agreement, neither certificates nor scrip for fractional Banknorth Delaware Common Stock or TD Common Shares shall be issued in the Acquisition Merger. Each holder of Banknorth Delaware Common Stock who otherwise would have been entitled to a fraction of a share of Banknorth Delaware Common Stock or a fraction of a TD Common Share, as the case may be, shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after the Effective Time, holders of taking into account all shares of Class A Banknorth Delaware Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held owned by such holder immediately prior to the Effective Time and converted into the Banknorth Delaware Consideration or the TD Consideration, as provided applicable) by applicable Law.(i) in the case of a fractional interest in a share of Banknorth Delaware Common Stock, the Banknorth Closing Average Price or (ii) in the case of a fractional interest in a TD Common Share, the TD Weighted Average Share Price. The “Banknorth Closing Average Share Price” shall mean the average of the closing sale prices for the Banknorth Delaware Common Stock on

Surrender of Shares. (a) Prior Subject to Sections 1.11(b) and 1.12, at the Closing, Parent shall deliver the Merger Consideration to the Effective Time, the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the CompanyShareholder Representative. (b) Promptly after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant Subject to Section 4.01(b1.12, upon surrender to Parent of a certificate representing each of the shares of Company Common Stock (each, a "CERTIFICATE") a form of letter of transmittal (which shall specify that delivery shall be effected, and risk or an affidavit of loss and title to stating that the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery holder of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to Certificate has lost such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter an indemnity agreement providing for indemnification of transmittalthe Company, duly completed Parent and validly executed in accordance with the instructions theretoSurviving Corporation for any loss, and such damage or other documents as may be required pursuant expense resulting from a third party having a claim to such instructionsCertificate or the shares of stock underlying such Certificate ("AFFIDAVIT"), the holder of such Certificate or Affidavit shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced of Company Common Stock represented by such CertificateCertificate or subject to the Affidavit, as the case may be, the portion of the Merger Consideration indicated on SCHEDULE 1.8, and such Certificate shall then forthwith be canceledcanceled (if a Certificate is presented) and the records of the Company shall be modified accordingly upon receipt by the holder of such Certificate or Affidavit, as the case may be, of the indicated portion of the Merger Consideration; such surrender of Certificates and Affidavits to Parent shall be made at Closing by the Shareholder Representative. No interest shall accrue or will be paid or accrued on any portion of the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. Certificates or Affidavit. (c) If the payment equal to the Offer Price is to be made to a Person person other than the Person person in whose name the Certificate surrendered Certificate formerly evidencing shares in exchange therefor is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment of the Merger Consideration that the Certificate so surrendered shall be properly endorsed properly or accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, with signature guaranteed, and is otherwise be in proper form for transfer transfer, and that the Person requesting such payment shall have paid all pay any transfer and or other taxes required by reason law as a result of the such payment of the Offer Price to a Person other than the registered record holder of the Certificate surrendered, or shall have established establish to the Parent's satisfaction of the Company that such taxes either have tax has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and After the Effective Date, there shall be no further transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock, which are outstanding at the Effective Date. If, after the Effective TimeDate, holders Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and there shall be issued to the transferee in exchange for each share of Company Common Stock the portion of the Merger Consideration indicated on SCHEDULE 1.8. (e) The consideration payable upon the surrender for exchange of Certificates in accordance with the terms of this Section 1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Class A Company Common Stock that were converted into fractional shares in theretofore represented by such Certificates, and there shall be no further registration of transfers on the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except stock transfer books of the right to receive an amount equal to Surviving Corporation of the Offer Price multiplied by the number of shares of Class A Company Common Stock held by such holder which were outstanding immediately prior to the Effective Time Date. If, after the Effective Date, Certificates are presented to the Surviving Corporation or the Escrow Agent for any reason, they shall be canceled and exchanged as provided by applicable Lawin this Section 1.

Surrender of Shares. (a) Prior At the Closing, Parent shall deliver the Merger Consideration to the Effective Timeformer shareholders of the Company, pro rata in accordance with a schedule to be provided by the Company shall designate a bank or trust company at least five (5) days prior to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the CompanyClosing Date. (b) Promptly after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(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 shares that were converted into fractional shares in the Reverse Stock Split 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 Parent of a certificate representing each of the shares of Company Common Stock (each, a "Certificate") or an affidavit of loss stating that the holder of the Certificate has lost such Certificate, together with such letter with, at the election of transmittalParent, duly completed (i) an indemnity agreement providing for indemnification of the Company, Parent and validly executed in accordance with the instructions theretoSurviving Corporation for any loss, and such damage or other documents as may be required pursuant expense resulting from a third party having a claim to such instructionsCertificate or the shares of stock underlying such Certificate or (ii) an indemnity or surety bond in such amounts reasonably acceptable to Parent with respect to such lost Certificate ("Affidavit"), the holder of such Certificate or Affidavit shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced of Company Common Stock represented by such CertificateCertificate or subject to the Affidavit, as the case may be, the portion of the Merger Consideration indicated on Schedule 1.8, and such Certificate shall then forthwith be canceledcanceled (if a Certificate is presented) and the records of the Company shall be modified accordingly upon receipt by the holder of such Certificate or Affidavit, as the case may be, of the indicated portion of the Merger Consideration. Such surrender of Certificates and Affidavits to Parent shall be made at Closing in exchange for the appropriate portion of the Merger Consideration. No interest shall accrue or will be paid or accrued on any portion of the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. Certificates or Affidavits. (c) If the payment equal to the Offer Price is to be made to a Person person other than the Person person in whose name the Certificate surrendered Certificate formerly evidencing shares in exchange therefor is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment of the relevant portion of the Merger Consideration that the Certificate so surrendered shall be properly endorsed properly or accompanied by appropriate stock powers, in either case signed exactly as the name of the record holder appears on such Certificate, with signature guaranteed, and is otherwise be in proper form for transfer transfer, and that the Person requesting such payment shall have paid all pay any transfer and or other taxes required by reason law as a result of the such payment of the Offer Price to a Person other than the registered record holder of the Certificate surrendered, or shall have established establish to the Parent's satisfaction of the Company that such taxes either have tax has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and After the Effective Date, there shall be no further transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock, which are outstanding at the Effective Date. If, after the Effective TimeDate, holders Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and there shall be issued to the transferee in exchange for each share of Company Common Stock the portion of the Merger Consideration indicated on Schedule 1.8. (e) The consideration payable upon the surrender for exchange of Certificates in accordance with the terms of this Section 1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Class A Company Common Stock that were converted into fractional shares in theretofore represented by such Certificates, and there shall be no further registration of transfers on the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except stock transfer books of the right to receive an amount equal to Surviving Corporation of the Offer Price multiplied by the number of shares of Class A Company Common Stock held by such holder which were outstanding immediately prior to the Effective Time or Date. If, after the Effective Date, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided by applicable Lawin this Section 1.

Surrender of Shares. (a) Prior to the Effective Time, Parent ------------------- shall make available, by transferring to the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) Exchange Agent for the holders benefit of fractional shares the stockholders of Class A Common Stock to receive funds Company, such amount of cash as shall be payable in exchange for outstanding Shares or Preferred Shares pursuant to Section 4.01(b)2.6 hereof. Such funds shall be invested by the Paying Exchange Agent as directed by Parent, provided -------- that such investments shall be in obligations of or guaranteed by the CompanyUnited States of America or of any agency thereof and backed by the full faith and credit of the United States of America, 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 As soon as practicable after the Effective Time, the Company Exchange Agent shall cause mail to each holder of record (other than to holders of Shares or Preferred Shares to be mailed cancelled as set forth in Section 2.6(b) or 2.6(c) or Dissenting Shares) of a certificate or certificates that immediately prior to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(brepresented outstanding Shares or Preferred Shares (the "Certificates") (i) a form of letter of transmittal (which shall be in customary ------------- - form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent) and (ii) instructions for use in effecting the surrender of the -- Certificates pursuant to such letter of transmittal. in exchange for the Merger Consideration. (c) Upon surrender of 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 agreements as may be required pursuant to such instructionsthe Exchange Agent shall reasonably request, the holder of such Certificate shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced by such CertificateMerger Consideration, and such the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.8, each Certificate shall then be canceleddeemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the Shares or Preferred Shares formerly represented thereby. No interest shall accrue or be paid on the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (cd) At any time following the twelfth month after the Effective Time, the Company shall be entitled to require the Paying Agent to deliver to it any funds which had been Any amounts of cash delivered or made available to the Paying Exchange Agent pursuant to this Section 2.8 and not disbursed exchanged for Certificates within six months after the Effective Time pursuant to this Section 2.8 shall be returned by the Exchange Agent to Parent, which thereafter shall act as Exchange Agent subject to the rights of holders of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, unsurrendered Certificates under this Article II. Thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company Surviving Corporation nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock Shares or Preferred Shares for any Offer Price Merger Consideration delivered in respect of such share Share or Preferred Share to a public official pursuant to any abandoned property, escheat or other similar law. (de) From If any payment of the Merger Consideration is to be made to a person other than that in which the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes re quired by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (f) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares or Preferred Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, holders of Certificates representing such shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal are presented to the Offer Price multiplied by Surviving Corporation, they shall be cancelled and exchanged for the number of shares of Class A Common Stock held by such holder prior to the Effective Time or Merger Consideration as provided by applicable Lawin this Article II.

Surrender of Shares. (a) Prior Pursuant to Section 3.05, the Parent, the Intermediate Parent or the Purchaser shall pay to the Effective TimeShareholder Representative on the Closing Date, for the benefit of the Stockholders, the Company shall designate a bank Closing Merger Consideration, in immediately available funds to the account designated by the Shareholder Representative or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds his designee. Each Stockholder whose Shares were converted pursuant to Section 4.01(b)3.02(a) or who are deemed to be Stockholders who have consented to the Merger pursuant to Section 3.03 shall thereafter surrender to the Shareholder Representative or his designee the certificate representing such Shares or an Affidavit of Lost Certificate. Such funds Upon the delivery of such certificate or Affidavit of Lost Certificate, the Shareholder Representative shall be invested pay to the holder of such Shares in exchange therefor the amount due such holder as set forth in Section 3.02(a) by check or wire transfer to the Paying Agent as directed account designated in writing by the Companysuch holder subject to subsection (e) below. (b) Promptly after Prior to each distribution of Merger Consideration the Effective TimeShareholder Representative shall pay or set aside and reserve that amount which the Shareholder Representative determines in his sole opinion is or may be required to meet Estimated Future Expenses. In the event the amount of such reserve exceeds Actual Future Expenses, the Company Shareholder Representative shall cause distribute the excess to those Stockholders entitled to receive Merger Consideration on a pro rata basis in accordance with Section 3.02(a), at the times determined by the Shareholder Representative in his sole opinion, and such amounts shall be deemed to be mailed Post-Closing Merger Consideration. In no event shall the Shareholder Representative, the Parent, the Intermediate Parent or the Surviving Corporation be liable for Actual Future Expenses. (c) In the event that appraisal and payment rights with respect to each Person who following the Effective Time Dissenting Shares are duly exercised pursuant to Section 262 of the DGCL: (i) the Shareholder Representative shall promptly deliver to the Surviving Corporation that portion of the Merger Consideration (whether received as Closing Merger Consideration or Post-Closing Merger Consideration) which is equal to the product of (i) the percentage of the Shares outstanding at Closing represented by the Dissenting Shares (the "Appraisal Percentage") and (ii) the Merger Consideration; (ii) in the event that the Shareholder Representative is entitled to receive Post-Closing Merger Consideration from the Parent from time to time, the Parent shall be entitled to receive funds withhold the portion of such consideration that is equal to the product of (i) the Appraisal Percentage and (ii) such consideration, if any; and (iii) if the Post-Closing Merger Consideration is received from a third party, including from the Escrow Agent, the Shareholder Representative shall promptly deliver to the Surviving Corporation the portion of such consideration that is equal to the product of (i) the Appraisal Percentage and (ii) such consideration, if any; (any amounts delivered or withheld pursuant to subsections (c)(i), (c)(ii) and (c)(iii) collectively referred to hereinafter as the "Appraisal Consideration"). The Surviving Corporation shall be solely responsible for payment of all amounts in the event that appraisal and payment rights with respect to the Dissenting Shares are duly exercised pursuant to Section 4.01(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 shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery 262 of the Certificates to DGCL (including amounts in excess of the Paying AgentAppraisal Consideration) and instructions for use in effecting shall indemnify the surrender of Shareholder Representative and the Certificates pursuant to such letter of transmittal. Upon surrender to Stockholders and hold the Paying Agent Shareholder Representative and the Stockholders harmless from and against any and all Losses relating to, or arising as a result of a Certificateclaim by, together with such letter of transmittalDissenting Stockholders. (d) At the Closing Date, 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 Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 Company shall be a condition closed and there shall not be any further registration of payment that transfers of any Shares thereafter on 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 records of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, the holders of shares certificates evidencing ownership of Class A Common Stock that were converted into fractional shares in Shares immediately prior to the Reverse Stock Split Effective Time shall cease to have any rights with respect to such fractional shares Shares, except the right to receive an amount equal to the Offer Price multiplied as otherwise provided for herein or by the number of shares of Class A Common Stock held by such holder prior to applicable law. If, after the Effective Time and through the eighteen (18) month anniversary of the Effective Time, certificates of the Company or Affidavits of Lost Certificates therefore are presented to the Surviving Corporation, they shall be delivered to the Shareholder Representative and canceled and exchanged for any cash payment due from the Shareholder Representative as provided in this Section 3.07. No Stockholder shall be entitled to receive interest on any cash payable upon the surrender of certificates representing Shares or the execution and delivery of Affidavits of Lost Certificates. (e) If any Stockholder (except any Dissenting Stockholder) fails to surrender and exchange certificate(s) evidencing such Shares by the eighteen (18) month anniversary of the Effective Time, the Shareholder Representative shall deliver to the Surviving Corporation that portion of the Merger Consideration (including any interest received with respect thereto) which had been delivered to the Shareholder Representative for disbursement to such holders, and thereafter such holders shall only be entitled to look to the Surviving Corporation as general creditors thereof (subject to abandoned property, escheat or similar laws) to receive amounts payable upon due surrender of the certificates representing their Shares or the execution and delivery of Affidavits of Lost Certificates, and shall not be entitled to receive any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Shareholder Representative shall be liable to any Stockholder for amounts to which such Stockholder is entitled under Section 3.02(a) which have been delivered to a public official pursuant to the requirements of applicable Lawabandoned property, escheat or similar law.

Surrender of Shares. (a) Prior to the Effective Time, the Company Merger Sub shall designate a bank or trust company enter into an agreement with Parent’s transfer agent to act as agent for the stockholders of the Company (the “Paying AgentCompany Stockholders”) in connection with the Merger (the “Exchange Agent“) and to receive the Merger Consideration to which the Company Stockholders shall become entitled pursuant to this ARTICLE 2. At or prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Exchange Agent to be held in trust for the benefit of holders of fractional shares of Class A Company Common Stock such number of certificates of Parent Common Stock representing the shares of Parent Common Stock to receive funds be issued pursuant to Section 4.01(b2.1(a) (the “Exchange Fund“). Such funds The Exchange Fund shall not be invested used for any purpose other than to cause the exchange pursuant to this ARTICLE 2, except as provided in this Agreement. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with the Paying Agent as directed exchange of shares of Company Common Stock for the Merger Consideration and other amounts contemplated by this ARTICLE 2. Parent shall have the Companyright to withdraw from the Exchange Fund any shares of Parent Common Stock delivered by Parent or the Surviving Corporation with respect to any Dissenting Shares, the amount so withdrawn not to exceed the number of shares of Parent Common Stock held in the Exchange Fund with respect to such Dissenting Shares. (b) Promptly after the Effective Time, but in any event no later than the Company fifth (5th) Business Day thereafter, Parent shall cause to be mailed to each Person who following record holder as of the Effective Time shall be entitled of (x) a Certificate or Certificates which immediately prior to the Effective Time represented shares of Company Common Stock, or (y) uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares“), which, in each case, were converted into the right to receive funds pursuant to Section 4.01(bthe Merger Consideration with respect thereto, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, together with such letter(s) of transmittal properly completed and duly executed to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalor Book-Entry Shares in exchange for the Merger Consideration. Upon surrender to the Paying Exchange Agent of a CertificateCertificate or Book-Entry Share, 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 (a “Proper Delivery”), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor upon such surrender of such Certificate or Book-Entry Share the Offer Price for each share formerly evidenced by such Certificate, Merger Consideration pursuant to Section 2.1(a) and such Certificate or Book-Entry Share shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit Payment of the holder Merger Consideration shall be made as promptly as practicable after the date of such CertificateProper Delivery. If delivery of the payment equal to the Offer Price 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 Companyregistered, it shall be a condition of payment that the Certificate or Book-Entry Share 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 2.2(b), mutilated each Certificate or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent Book-Entry Share shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable represent only the right to receive upon such surrender of such Certificate or Book-Entry Share the Merger Consideration pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeSection 2.1(a). (c) At any time following the twelfth month date that is twenty-four (24) months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Exchange Agent to deliver to it any funds portion of the Exchange Fund which had has been made available to the Paying Exchange Agent and which has not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates or Book-Entry Shares and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to Parent and the Company Surviving Corporation (subject to abandoned property, escheat and or other similar lawsLaws) only as general creditors thereof with respect to any Offer Price that may be payable the Merger Consideration exchangeable upon due surrender of their Certificates or Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held Exchange Agent, incurred by themit in connection with the exchange of shares of Company Common Stock for the Merger Consideration and other amounts contemplated by this ARTICLE 2. Notwithstanding the foregoingNone of Parent, neither Merger Sub, the Company nor or the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any property delivered to a public official pursuant to any applicable abandoned property, escheat or other similar lawLaw. The Merger Consideration paid in accordance with the terms of this ARTICLE 2 in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock represented thereby. (d) From 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 of Company Common Stock that were outstanding prior to the Effective Time. If, after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares Certificates are presented to the Surviving Corporation for transfer or transfer is sought for Book-Entry Shares, such Certificates or Book-Entry Shares shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this ARTICLE 2, subject to applicable Law in the Reverse Stock Split case of Dissenting Shares. Such stock transfer books shall cease be delivered to the Surviving Corporation as soon as reasonably possible after the Effective Time. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof claiming such Certificate to be lost, stolen or destroyed, and, if reasonably requested, the posting by the holder of a bond in customary amount as indemnity against any rights claim that may be made against it with respect to such fractional shares except the right to receive an amount equal to Certificate, the Offer Price multiplied by Exchange Agent will deliver in exchange for the number lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the shares of Class A Company Common Stock held represented by such holder prior Certificate pursuant to the Effective Time or as provided by applicable Lawthis ARTICLE 2.

Surrender of Shares. (a) Prior to the Effective Time, the Company Holdings shall designate a bank or trust company to act as paying agent (the “Paying Agent”) reasonably acceptable to the Company for the payment of the Merger Consideration as provided in Section 2.1(a). At or prior to the Closing, Holdings shall deposit (or cause to be deposited) with the Paying Agent, for the benefit (from and after the Effective Time) of the holders of fractional shares of Class A Common Stock Certificates or Book-Entry Shares, cash in an amount sufficient to receive funds make all payments pursuant to Section 4.01(b2.3(b). Such funds shall may be invested by the Paying Agent as directed by Holdings or, after the CompanyClosing, the Surviving Corporation; provided that (a) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Company Common Stock, and following any losses Holdings or the Surviving Corporation shall promptly deposit (or cause to be deposited) additional funds to the Paying Agent for the benefit of the stockholders of the Company in the amount of any such losses, and (b) such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Holdings, as Holdings directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time shall Time, of a Certificate or a Book-Entry Share (other than Certificates or Book-Entry Shares representing Shares to be entitled to receive funds canceled pursuant to Section 4.01(b2.1(b) or to remain outstanding pursuant to Section 2.1(c)), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) 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 for payment of transmittalthe Merger Consideration therefor. Upon surrender to the Paying Agent of a CertificateCertificate or of Book-Entry Shares, 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 Book-Entry Shares shall be entitled to receive in exchange therefor cash in an amount equal to the Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, Certificate or Book-Entry Shares (less any required withholding taxes) and such Certificate or Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificatethe Certificates or Book-Entry Shares. If payment of the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares or Book-Entry Share is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate or Book-Entry Share 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 payment of the Offer Price Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares Until surrendered as contemplated by, and in accordance with, this Section 2.3(b), each Certificate and each Book-Entry Share (other than Certificates or Book-Entry Shares representing Shares to be canceled pursuant to Section 2.1(b) or to remain outstanding pursuant to Section 2.1(c) or the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent Dissenting Shares) shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle II. (c) At any time following the twelfth month date that is twelve months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had have been made available to deposited with the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates or Book-Entry Shares and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable (without interest) upon due surrender of their Certificates or Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held by themPaying Agent, in connection with the exchange of Shares for the Merger Consideration. Notwithstanding None of Parent, Holdings, Merger Sub, the foregoingCompany, neither the Company nor Surviving Corporation or the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any cash delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interests of any person previously entitled thereto. The Merger Consideration paid in accordance with the terms of this Article II in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares represented thereby. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates or Book-Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth in, this Article II. (e) Notwithstanding anything in this Agreement to the contrary, Holdings, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of Shares, Options, Restricted Shares, Stock Units or accounts under a Deferred Compensation Plan pursuant to this Agreement any amount as provided may be required to be deducted and withheld with respect to the making of such payment under applicable Tax (as defined below) laws. To the extent that amounts are so properly withheld by Holdings, the Surviving Corporation or the Paying Agent, as the case may be, and are paid over to the appropriate Governmental Entity in accordance with applicable Lawlaw, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Options, Restricted Shares, Stock Units or accounts under a Deferred Compensation Plan in respect of which such deduction and withholding was made by Holdings, the Surviving Corporation or the Paying Agent, as the case may be. (f) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder's compliance with the replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by such Certificate pursuant to this Article II.

Surrender of Shares. (a) Prior The undersigned acknowledges that, until surrendered in accordance with the terms and subject to the conditions of the Merger Agreement and this Letter of Transmittal, the undersigned’s Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock right to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by consideration payable in respect of such Shares in accordance with the Company. (b) Promptly terms of the Merger Agreement, and that from and after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(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 shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split undersigned shall cease to have any rights as a holder of securities of the Company. The undersigned represents below that the undersigned has full authority to surrender the Shares, free and clear of all liens, claims and encumbrances. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Subject to, and effective upon, payment for the Shares surrendered herewith, in accordance with respect the terms and subject to the conditions of the Merger Agreement and this Letter of Transmittal, the undersigned hereby assigns and transfers to, or upon the order of, Company all right, title and interest in and to all of the Shares that are being surrendered hereby. The surrender of Shares is irrevocable but will not be effective until receipt and acceptance of this Letter of Transmittal by the Exchange Agent. The undersigned understands, acknowledges and agrees that surrender is not made in acceptable form until the receipt by Exchange Agent of this Letter of Transmittal, or a facsimile or PDF copy hereof, duly completed and signed, together with all accompanying evidences of authority in form reasonably satisfactory to Parent (which may delegate power in whole or in part to an Affiliate or a representative thereof). All questions as to validity, form and eligibility of any surrender of Shares hereby will be reasonably determined by Parent in good faith (which may delegate power in whole or in part to an Affiliate or a representative thereof), and such determination shall be final and binding. The undersigned acknowledges and agrees that the consideration to be paid in exchange for each Share shall be deemed to have been paid in full satisfaction of all rights pertaining to such fractional shares except Share. The undersigned will, upon request, execute and delivery any additional documents reasonably deemed appropriate or necessary by Parent, Purchaser, Company or the right Stockholder Representative, in connection with the surrender of the Shares. All authority conferred or agreed to receive an amount equal to the Offer Price multiplied be conferred in this Letter of Transmittal shall not be affected by the number death or disability of shares the undersigned, and shall be binding upon the successors, assigns, heirs, executors and administrators and legal representatives of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Lawundersigned.

Surrender of Shares. (a) Prior to As soon as practicable after the Effective Time, the Company shall designate a bank or trust company to act as agent Time (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly but in no event more than five business days after the Effective Time), the Company Surviving Corporation shall cause to be mailed to each Person who following record holder of a certificate or certificates representing Company Shares immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b(the "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 shares that were converted into fractional shares in the Reverse Stock Split 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 reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Offer Price Merger Consideration for each share Company Share formerly evidenced represented by such Certificate, and such Certificate shall then be canceled. If a Certificate has been lost, stolen or destroyed, the Surviving Corporation shall accept an affidavit and indemnity reasonably satisfactory to the Surviving Corporation in lieu of such Certificate. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Offer Price Merger Consideration payable upon the surrender of any Certificate for the benefit Certificates. If payment of the holder of such Certificate. If the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares 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 person requesting such payment shall have paid all any transfer and other taxes required by reason of the payment of the Offer Price Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, surrendered or shall have 3 8 established to the satisfaction of the Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective Time, Merger Sub shall enter into an agreement with a paying agent reasonably acceptable to the Company shall designate a bank or trust company to act as its paying agent (the “Paying Agent”) for the payment of the Merger Consideration to which the shareholders of the Company shall become entitled pursuant to this Article II. At or prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent to be held in trust for the benefit of holders of fractional shares of Class A Common Stock Certificates all the cash necessary to pay for the Shares converted into the right to receive funds the Merger Consideration pursuant to Section 4.01(b2.1(a) (such cash being hereinafter referred to as the “Exchange Fund”). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective Time, the Company Parent shall cause to be mailed to each Person who following record holder, as of the Effective Time, of a Certificate which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares, a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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. 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 upon such surrender of such Certificate the Offer Price for each share formerly evidenced by such Certificate, Merger Consideration pursuant to Section 2.1(a) and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit If payment of the holder of such Certificate. If the payment equal to the Offer Price 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 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 2.3(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable represent only the right to receive upon such surrender of such Certificate the Merger Consideration pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any LawSection 2.1(a). To the extent that amounts are so withheld, such withheld amounts No interest shall be treated for purposes paid or accrue on the cash payable upon surrender of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeany Certificate. (c) At any time following the twelfth month date that is twelve months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds portion of the Exchange Fund which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to Parent and the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of their Certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held Paying Agent, incurred by themit in connection with the exchange of Shares for the Merger Consideration and other amounts contemplated by this Article II. Notwithstanding the foregoingNone of Parent, neither Merger Sub, the Company nor or the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any cash delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. The Merger Consideration paid in accordance with the terms of this Article II in respect of Certificates that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares of Company Common Stock represented thereby. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, and, if reasonably requested, the posting by the holder of a bond in customary amount as provided indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the Shares represented by applicable Lawsuch Certificate pursuant to this Article II. (f) The Paying Agent shall invest the cash included in the Exchange Fund, as directed by Parent, on a daily basis in (i) obligations of or guaranteed by the United States of America or any agency or instrumentality thereof, (ii) money market accounts, certificates of deposit, bank repurchase agreement or banker’s acceptances of, or demand deposits with, commercial banks having a combined capital and surplus of at least $5,000,000,000, or (iii) commercial paper obligations rated P-1 or A-1 or better by Standard &Poor’s Corporation or Xxxxx’x Investor Services, Inc. Any profit or loss resulting from, or interest and other income produced by, such investments shall be for the account of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder (but subject to Section 2.4), Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

Surrender of Shares. (a) Prior to the Effective Time, the Company Parent shall designate a appoint EquiServe or such other commercial bank or trust company designated by Parent and reasonably acceptable to the Company to act as exchange agent hereunder (the “Paying Agent”"EXCHANGE AGENT") for the holders payment of fractional shares the Per Share Amount upon surrender of Class A Common Stock to receive funds pursuant to Section 4.01(b)certificates representing the Shares. Such funds All the fees and expenses of the Exchange Agent shall be invested borne by the Paying Agent as directed Surviving Corporation; PROVIDED, HOWEVER, that, if the Merger shall not be consummated, such fees and expenses shall be borne by the CompanyParent. (b) Promptly after On or before the Effective Time, the Company Parent shall cause the Surviving Corporation to provide the Exchange Agent with cash in amounts necessary to pay for all the Shares pursuant to SECTION 1.07(a) hereof (including, if necessary, by providing or causing to be mailed provided cash for this purpose to the Surviving Corporation). (c) On the Closing Date, the Surviving Corporation shall instruct the Exchange Agent to mail promptly to each Person who following holder of record of a certificate representing any Shares canceled upon the Effective Time shall be entitled to receive funds Merger pursuant to Section 4.01(bSECTIONS 1.07(a) hereof (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 shares that were converted into fractional shares in the Reverse Stock Split certificates shall pass, only upon proper delivery of the Certificates certificates 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 the surrender of the Certificates certificates. Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to SECTIONS 1.07(a) hereof may thereafter surrender such letter certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of transmittalsuch certificate or certificates on such holder's behalf for a period ending one year after the Effective Time. Upon the surrender of certificates representing the Shares, the Surviving Corporation 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 the Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment cash in an amount equal to the Offer Price 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) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (d) If payment of 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 formerly evidencing shares certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that the Certificate certificate so surrendered shall be properly endorsed properly or shall otherwise be in proper form for transfer by delivery 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 Offer Price to in a Person name other than that of the registered holder of the Certificate surrendered, certificate or instrument surrendered or shall have established to the satisfaction of Parent or the Company Exchange Agent that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in payable. (e) At the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostEffective Time, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each stock transfer books of the Company and the Paying Agent shall be entitled to deduct closed, and withhold from any amounts otherwise payable pursuant to this Agreement in respect no transfer of fractional shares Shares shall be made thereafter, other than transfers of Class A Common Stock such amount as it is required to deduct and withhold with respect Shares that have occurred prior to the making of such payment under any LawEffective Time. To In the extent that amounts event that, after the Effective Time, certificates are so withheldpresented to the Surviving Corporation, such withheld amounts they shall be treated canceled and exchanged for purposes of this Agreement cash as having been provided in SECTIONS 1.07(a). (f) The Per Share Amount paid in the Merger shall be net to the holder of Shares in cash, and without interest thereon, subject to reduction only for any applicable withholding taxes and, but only if the Per Share Amount is to be paid other than to the registered holder, any applicable stock transfer taxes payable by such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeholder. (cg) At any time Promptly following the twelfth month date which is one year after the Effective Time, the Company Exchange Agent shall be entitled to require the Paying Agent to deliver to it any funds which had been made available the Surviving Corporation all cash, certificates and other documents in its possession relating to the Paying Agent transactions contemplated hereby, and not disbursed to holders the Exchange Agent's duties shall terminate. Thereafter, each holder of fractional shares of Class A Common Stock a certificate representing Shares (including, without limitation, all interest other than certificates representing Dissenting Shares and other income received certificates representing Shares held directly or indirectly by the Paying Agent in respect of all funds made available to it)Surviving Corporation, and, thereafter, Parent or BYOWC) may surrender such holders shall be entitled to look certificate to the Company Surviving Corporation and (subject to any applicable abandoned property, escheat and other or similar lawslaw) only as general creditors thereof with respect to receive in consideration therefor the aggregate Per Share Amount relating thereto, without any Offer Price that may be payable upon due surrender interest thereon. (h) None of the Certificates held by them. Notwithstanding Company, Parent, Purchaser, BYOWC, the foregoing, neither Surviving Corporation or the Company nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock Shares for any Offer Price cash delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law, rule, regulation, statute, order, judgment or decree. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective Timemailing of the Proxy Statement (as defined in Section 3.12), the Company Purchaser shall designate appoint a bank or trust company which is reasonably satisfactory to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration. When and as needed, the Surviving Corporation will deposit with the Paying Agent for the benefit of former holders of fractional shares of Class A the Company's Common Stock sufficient funds to receive funds make all payments pursuant to this Section 4.01(b)2.8. Such funds shall be invested by the Paying Agent as directed by the CompanySurviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation, rexxxxxxxely, 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 as it directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (the "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 shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price for each share formerly evidenced aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate, and such Certificate or Certificates surrendered shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificatehave been converted pursuant to this Agreement. If the payment equal to the Offer Price any Merger Consideration is to be made remitted to a Person person whose name is other than that in which the Person in whose name the Certificate for Company Common Stock surrendered Certificate formerly evidencing shares for exchange is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be endorsed properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment exchange shall have paid all any transfer and and/or other taxes required by reason of the payment remittance of the Offer Price Merger Consideration to a Person person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in No interest shall be paid or accrued, upon the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and Certificates, for the Paying Agent shall be entitled to deduct and withhold from benefit of holders of the Certificates on any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeMerger Consideration. (c) At any time following the twelfth month six months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to deposited with the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (includingCertificates, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look only to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) and only as general creditors thereof with respect for payment of their claim for Merger Consideration to any Offer Price that which such holders may be payable upon due surrender of the Certificates held by them. entitled. (d) Notwithstanding the foregoingprovisions of Section 2.8(c), neither the Company Surviving Corporation nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or other similar law. (d) From and . If any Certificates representing shares of Company Common Stock shall not have been surrendered prior to one year after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect Time (or immediately prior to such fractional shares except earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the right to receive an amount equal property of any governmental entity), any such cash shall, to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided extent permitted by applicable Lawlaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Surrender of Shares. (a) Prior to At or immediately after the Effective Acceptance Time, the Company Parent shall designate deposit or cause to be deposited with a bank or trust company reasonably acceptable to act as agent the Company (the “Paying Agent”) ), cash in an amount sufficient to pay the aggregate Cash Consideration (calculated for the holders purposes of fractional shares of Class A Common Stock to receive funds pursuant to this Section 4.01(b2.4(a)). Such funds shall be invested In the event that the amount of cash held by the Paying Agent is insufficient to pay the aggregate Cash Consideration, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make all such payments pursuant to Section 2.4(b). The aggregate Cash Consideration as directed by so deposited with the CompanyPaying Agent will not be used for any purpose other than to fund payments pursuant to Section 2.4(b), except as expressly provided for in this Agreement. Any portion of the cash made available to the Paying Agent in respect of any Dissenting Shares will be returned to Parent, upon demand. For the avoidance of doubt, any cash consideration payable related to the In-the-Money Options or Company Equity Awards will not be deposited with the Paying Agent and will be paid in accordance with Section 2.2. (b) Promptly As soon as reasonably practicable after the Effective Time, the Company Parent shall cause the Paying Agent to be mailed mail to each Person who following holder of record of a certificate (a “Certificate”) or a book-entry share (“Book-Entry Share”), which immediately prior to the Effective Time shall be entitled to receive funds represented outstanding Shares that were converted pursuant to Section 4.01(b2.1 into the right to receive the Merger Consideration, (i) a form of letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall Certificate will pass, only upon proper delivery of the Certificates such Certificate to the Paying AgentAgent and customary provisions regarding delivery of an “agent’s message” with respect to Book-Entry Shares) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter Certificate or Book-Entry Share in exchange for payment of transmittalthe Merger Consideration. Upon surrender of a Certificate or Book-Entry Share 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 executed and validly executed in accordance with the instructions theretoproperly completed, and such other documents or “agent’s message,” as may be required pursuant to such instructionsapplicable, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor the Offer Price Merger Consideration, subject to all required Tax withholding as provided in Section 2.6, for each share Share formerly evidenced represented by such CertificateCertificate or Book-Entry Share, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 or Book-Entry Share so surrendered shall will be endorsed properly cancelled. Until surrendered as contemplated by this Section 2.4(b), each Certificate or otherwise Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration, subject to all required Tax withholding as provided in proper form for transfer Section 2.6, and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrenderedwill not evidence any interest in, or shall have established any right to exercise the satisfaction rights of a stockholder or other equity holder of, the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeSurviving Corporation. (c) At any time following the twelfth month date that is twelve (12) months after the Effective Time, the Company shall be entitled to Parent may require the Paying Agent to deliver to it the Surviving Corporation any funds which had (including any interest received with respect thereto) that have been made available to the Paying Agent and that have not been disbursed to holders of fractional shares of Class A Common Stock (includingCertificates and Book-Entry Shares, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall will be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Cash Consideration payable upon due surrender of the Certificates held by thema Certificate or Book-Entry Share. Notwithstanding the foregoingThe Surviving Corporation shall pay all charges and expenses, neither the Company nor including those of the Paying Agent shall be liable Agent, in connection with the exchange of Shares for the Cash Consideration. If any Certificate or Book-Entry Share has not been surrendered immediately prior to any holder of a fractional share of Class A Common Stock for any Offer Price delivered the date on which the Cash Consideration in respect of such share Certificate or Book-Entry Share would otherwise escheat to a public official pursuant or become the property of any Governmental Body, any Cash Consideration in respect of such Certificate or Book-Entry Share will, to the extent permitted by applicable Law, immediately prior to such time become the property of the Surviving Corporation, free and clear of all claims or interest of any abandoned propertyindividual, escheat corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity or other similar lawgroup (as defined in Section 13(d)(3) of the Exchange Act) previously entitled thereto. (d) From and after the Effective Time, holders the stock transfer books of shares the Company will be closed, and no subsequent transfers of Class A Common Stock Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder issued prior to the Effective Time will be registered. After the Effective Time, any Certificate or Book-Entry Share presented to the Surviving Corporation for transfer will be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II. (e) In the event that any Certificate has been lost, stolen or destroyed, upon the holder’s delivery of an affidavit of loss to the Paying Agent (and, if required by Parent or the Paying Agent, the posting by such holder of a bond in customary amount and upon such terms as provided may be reasonably required by Parent or the Paying Agent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate), the Paying Agent will deliver as consideration for the lost, stolen or destroyed Certificate the applicable LawMerger Consideration payable in respect of the Shares represented by such Certificate.

Surrender of Shares. (a) Prior At or prior to the Effective Time, the Company there shall designate have been deposited in trust with a bank or trust company to act as disbursing agent (the “Paying "Disbursing Agent”") as agent for the holders of fractional shares Shares, the cash and Junior Notes to which holders of Class A Common Stock to receive funds Shares shall be entitled at the Effective Time pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the Company. subparagraph (a) of Article XI and subparagraph (b) Promptly of this Article XII. As soon as practicable after the Effective Time, the Company Disbursing Agent shall cause to be mailed mail to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (individually, a form of "Certificate" and collectively the "Certificates"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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 transmittalfor payment thereof. Upon surrender to the Paying Disbursing Agent of a Certificate, together with such duly executed 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 (i) cash in an amount equal to the Offer Price for each share formerly evidenced product of the number of Shares represented by such CertificateCertificate and the Cash Amount and (ii) subject to subparagraph (b) of this Article XII, and a Junior Note in principal amount equal to the product of the number of Shares represented by such Certificate shall then be canceledand the Note Amount. No interest shall accrue or will be paid or accrued on the Offer Price cash payable upon the surrender of any Certificate Certificates. Interest shall accrue and be payable with respect to the Junior Notes only to the extent that the Junior Notes, by their terms, specifically provide for the benefit accrual and payment of interest, provided, however, that no interest or other distribution payable after the Effective Time with respect to the Junior Notes shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate. Until so surrendered and exchanged, each such Certificate shall, after the Effective Time, be deemed to represent only the right to receive the Merger Consideration, and until such surrender and exchange, no cash or Junior Notes shall be delivered to the holder of such Certificateoutstanding Certificate in respect thereof. If the payment equal to the Offer Price is to be made to a Person person other than the Person person in whose name the a surrendered Certificate formerly evidencing shares 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 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 Offer Price to in a Person name other than that of the registered holder of the Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Purchaser that such taxes tax either have has been paid or are is not applicablepayable. If any holder of shares of Class A Common Stock that were converted into fractional shares in cash or Junior Notes deposited with the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Disbursing Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of payment in exchange for such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time Shares remains unclaimed following the twelfth month expiration of six months after the Effective Time, the Company such cash or Junior Notes shall be entitled delivered 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 fractional shares of Class A Common Stock (including, without limitation, all interest and other income received Purchaser by the Paying Disbursing Agent in respect of all funds made available to it), and, thereafter, such holders thereafter the surrender and exchange shall be entitled to look to the Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof effected directly with respect to any Offer Price that may be payable upon due surrender of the Certificates held by themPurchaser. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, the holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split Certificates shall cease to have any rights with respect to such fractional shares Shares, except the right as otherwise provided herein or by law. (b) Junior Notes shall be issued only in denominations of $1,000 and integral multiples of $1,000. Former holders of Shares will not be entitled to receive Junior Notes in principal amounts less than $1,000, or in principal amounts in excess of $1,000 but less than the next highest integral multiple of $1,000 ("Fractional Amounts") but will instead be entitled to receive from the Disbursing Agent a cash payment in lieu of Fractional Amounts in an amount equal to the Offer Price Fractional Amount multiplied by a fraction, the number numerator of shares which is the Note Value and the denominator of Class A Common Stock held by such holder prior which is the Note Amount. (c) At and after the Effective Time, the stock transfer books of the Surviving Corporation shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Effective Time or Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration, as provided by applicable Lawin this Article XII.

Surrender of Shares. (a) Prior to the Effective Time, the Company Parent shall designate deposit (or cause to be deposited) with a bank or trust company designated by Parent and reasonably acceptable to act as agent the Company (the “Paying Agent”) (and pursuant to a paying agent agreement in form and substance reasonably acceptable to Parent and the Company), in trust for the benefit of holders of fractional shares Shares, sufficient funds to timely make the payment of Class A Common Stock the aggregate Merger Consideration with respect to receive funds pursuant all of the Shares outstanding immediately prior to the Effective Time (other than Cancelled Shares) and shall use its reasonable best efforts to cause the Paying Agent to make all required payments to holders of Shares in accordance with this Section 4.01(b)3.4. Such funds shall may be invested by the Paying Agent as directed by Parent; provided, that such investments shall be in short-term obligations of the CompanyUnited States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (the “Certificates”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) 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 CertificateCertificate (or affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates on the Merger Consideration payable in respect of such Certificatethe Certificates. If payment of the payment equal to the Offer Price 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 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 similar Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares Until surrendered as contemplated by this Section 3.4(b), each Certificate (other than Certificates representing Dissenting Shares, which shall have those rights, and only those rights, provided in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each Section 262 of the Company and the Paying Agent DGCL) shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle III. (c) At any time following the twelfth month date that is twelve (12) months after the Effective Time, the Company Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar lawsLaws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of the Certificates held by themtheir Certificates. Notwithstanding the foregoingThe Surviving Corporation shall pay all charges and expenses, neither the Company nor including those of the Paying Agent shall be liable to any holder Agent, in connection with the exchange of a fractional share of Class A Common Stock Shares for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawthe Merger Consideration. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article III. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, including (unless waived by Parent or, pursuant to authority granted by Parent, by the Paying Agent) the posting by the holder of a bond in customary amount as provided indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by applicable Lawsuch Certificate pursuant to this Article III.

Surrender of Shares. (a) Prior to the Effective Time, the Company Parent shall designate deposit (or cause to be deposited) with a bank or trust company designated by Parent and reasonably acceptable to act as agent the Company (the “Paying Agent”) for sufficient funds to timely make, and shall cause the holders of fractional shares of Class A Common Stock Paying Agent to receive funds timely make, all payments pursuant to Section 4.01(b3.4(b). Such funds shall may be invested by the Paying Agent as directed by Purchaser or, after the CompanyEffective Time, the Surviving Corporation; provided, that such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. Such funds so deposited with the Paying Agent shall not be used for any other purpose. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Shares (the “Certificates”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates on the Merger Consideration payable in respect of such Certificatethe Certificates. If payment of the payment equal to the Offer Price 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 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil surrendered as contemplated by this Section 3.4(b), mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise payable pursuant represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle III. (c) At any time following the twelfth month date that is six months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of the Certificates held by themtheir Certificates. Notwithstanding the foregoingThe Surviving Corporation shall pay all charges and expenses, neither the Company nor including those of the Paying Agent shall be liable to any holder Agent, in connection with the exchange of a fractional share of Class A Common Stock Shares for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawthe Merger Consideration. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder outstanding prior to the Effective Time Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article III. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as provided indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by applicable Lawsuch Certificate pursuant to this Article III.

Surrender of Shares. (a) Prior to the Effective Time, Parent shall enter into an agreement (in a form reasonably acceptable to the Company) with a paying agent reasonably acceptable to the Company shall designate a bank or trust company to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds the Merger Consideration to which the stockholders of the Company shall become entitled pursuant to Section 4.01(b)2.1. At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to Section 2.1. Such funds shall may be invested by the Paying Agent as directed by Parent, provided that (i) no such investment or losses thereon shall affect the CompanyMerger Consideration payable to the holders of Company Common Stock and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the stockholders of the Company in the amount of any such losses and (ii) such investments shall be in short term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time and in any event not later than the third Business Day following the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or outstanding certificates (“Certificates”) that immediately prior to the Effective Time shall be entitled represented outstanding Shares, which have converted into the right to receive funds the Merger Consideration with respect thereto pursuant to Section 4.01(b) 2.1(a), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split held by such person 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 transmittalCertificates. 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 Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third Business Day following the Effective Time, the Paying Agent shall issue and deliver to each holder of uncertificated Shares represented by book-entry (“Book-Entry Shares”) a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 2.1(a) of this Agreement in respect of such Book-Entry Shares, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder of such Certificate. If the payment equal to the Offer Price is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares is registered Certificates or Book-Entry Shares on the stock Merger Consideration payable in respect of the Certificates or Book-Entry Shares. In the event of a transfer books of ownership of Shares that is not registered in the transfer records of the Company, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person person requesting such payment shall have paid all any transfer and other taxes Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (c) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 11:30 a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of Shares held of record by DTC or such taxes either nominee immediately prior to the Effective Time multiplied by the Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment. (d) At any time following the date that is six (6) months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it or its designee any funds (including any interest received with respect thereto) that have been made available to the Paying Agent and that have not been disbursed to holders of Certificates and Book-Entry Shares and thereafter such holders shall be entitled to look to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates and Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid or are not applicable. If any holder in full satisfaction of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory all rights pertaining to the Company. Each Shares formerly represented by such Certificates. (e) 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 that were outstanding prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer such Certificates shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (f) Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such any amount as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under any Lawapplicable Tax laws. To the extent that amounts are so withheldwithheld by Parent, 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 such fractional shares of Class A Common Stock Shares in respect of which whom such deduction and withholding was mademade by Parent or the Paying Agent. (cg) At In the event that any time following Certificate shall have been lost, stolen or destroyed, upon the twelfth month after holder’s compliance with the Effective Timereplacement requirements established by the Paying Agent, including making an affidavit to that effect and, if necessary, the Company shall posting by the holder of a bond in customary amount as indemnity against any claim that may be entitled made against it or the Surviving Corporation with respect to require the Certificate, the Paying Agent to will deliver to it any funds which had been made available to in exchange for the Paying Agent and not disbursed to holders of fractional shares of Class A Common Stock (includinglost, without limitation, all interest and other income received by stolen or destroyed Certificate the Paying Agent applicable Merger Consideration payable in respect of all funds made available to it), and, thereafter, the Shares represented by such holders shall be entitled to look to the Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official Certificate pursuant to any abandoned property, escheat or other similar lawthis Article II. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior In connection with the Merger pursuant to the Effective TimeMerger Agreement, the Company shall designate a bank or trust company undersigned hereby irrevocably surrenders, subject to act as agent (the “Paying Agent”) terms and conditions of the Merger Agreement, the Surrendered Shares in exchange for the holders right to receive, and for the purpose of fractional shares receiving, with respect to any Surrendered Shares, the Per Share Merger Consideration payable to the undersigned in respect of Class A Common Stock to receive funds such Surrendered Shares as set forth in the Allocation Schedule and determined pursuant to Section 4.01(bthe Merger Agreement (as and when payable thereunder), and the Post-Closing Amounts (if any) with respect to the Surrendered Shares. Such funds The undersigned acknowledges and agrees that (i) all payments in exchange for the Surrendered Shares shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective Timemade net of any federal, the Company shall cause state, local and foreign Taxes required to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) a form of letter of transmittal (which shall specify that delivery shall be effectedwithheld, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split 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 instructionsParent, the holder of such Certificate Stockholders’ Representative, the Surviving Corporation and its Subsidiaries shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant such payments (including, for the avoidance of doubt, any distribution made to this Agreement Company Stockholders described in clause (v) below) as required to be deducted or withheld therefrom under federal, state, local or foreign Tax Law, (ii) such cash payment of the Per Share Merger Consideration, together with the cash payment(s) of any Post-Closing Amounts, satisfies all obligations to the undersigned pertaining to the Surrendered Shares, (iii) such cash payment of the Per Share Merger Consideration, together with the cash payment(s) of any Post-Closing Amounts, accurately reflects the Merger Consideration the undersigned is entitled to receive in respect of fractional shares the Surrendered Shares and collectively shall constitute payment in full of Class A Common Stock all consideration to which the undersigned may be entitled with respect to such amount Surrendered Shares in connection with the Merger or otherwise, (iv) such cash payment of the Per Share Merger Consideration shall constitute the undersigned’s sole and exclusive right against Parent, the Company and their respective Affiliates (including the Surviving Corporation) in respect of the undersigned’s ownership of the Surrendered Shares, or rights to purchase or receive equity interests of the Company, or status as it is required an equityholder of the Company, (v) in accepting such cash payment, the Company, Parent and each of their respective Affiliates (including the Surviving Corporation) and representatives shall be deemed to deduct and withhold have no further obligations to the undersigned with respect to the making payment of Per Share Merger Consideration, in each case, except with respect to any Additional Cash Consideration as expressly set forth in the Merger Agreement, and the undersigned and the other Company Stockholders will only be entitled to a portion of such payment under any Law. To the extent that Additional Cash Consideration (if any) as, if and when such amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid payable to the holder Company Stockholders in accordance with the provisions of such fractional shares of Class A Common Stock the Merger Agreement (the “Post-Closing Amounts”), (vi) the undersigned has determined the Merger and the Per Share Merger Consideration to be received by undersigned in respect of which such deduction the Surrendered Shares to be fair to, and withholding was made. in the best interests of, the undersigned, and (cvii) At any time following the twelfth month after execution and delivery of this Letter of Transmittal, Form W-9 or Form W-8, as applicable, and other required materials, in each case, properly completed and delivered in accordance with the instructions set forth herein, is a condition to receiving the undersigned’s portion of the Merger Consideration payable under the Merger Agreement. The undersigned hereby acknowledges and agrees that, as a result of the Merger, the undersigned shall, as of the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares or arising from the Surrendered Shares, except the right to receive an amount equal the Per Share Merger Consideration due upon the surrender of the Surrendered Shares pursuant to this Letter of Transmittal (and in each case the Offer Price multiplied by portion of the number Post-Closing Amounts, if any) in accordance with, and in the amounts of shares and at the times specified in, the Merger Agreement. The undersigned further acknowledges that Paying Agent will not deliver any Per Share Merger Consideration unless the Merger occurs and then only after you execute and deliver this Letter of Class A Common Stock held by such holder prior to Transmittal, Form W-9 or Form W-8, as applicable, and other required materials, in each case, properly completed in accordance with the Effective Time or as provided by applicable Lawinstructions set forth herein.

Surrender of Shares. (a) Prior to the Effective Time, the Company Parent Group shall designate enter into an agreement (in a bank or trust company form reasonably acceptable to the Special Committee) with a paying agent reasonably acceptable to the Special Committee to act as agent for the stockholders of the Company in connection with the Merger (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds the Merger Consideration to which the stockholders of the Company shall become entitled pursuant to Section 4.01(b)2.1. At or prior to the Effective Time, the Parent Group shall deposit with the Paying Agent sufficient funds to make all payments of the Cash Consideration pursuant to Section 2.1. Such funds shall may be invested by the Paying Agent as directed in short term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the CompanyUnited States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments will be payable to the Surviving Corporation or the Parent Group, as the Parent Group directs. (b) Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or outstanding certificates (“Certificates”) that immediately prior to the Effective Time shall be entitled represented outstanding Shares that have converted into the right to receive funds the Merger Consideration with respect thereto pursuant to Section 4.01(b) 2.1(a), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split held by such person 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 transmittalCertificates. 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 Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall issue and deliver to each holder of uncertificated Shares represented by book-entry (“Book-Entry Shares”) a check or wire transfer for the amount of Cash Consideration that such holder is entitled to receive pursuant to Section 2.1(a) of this Agreement in respect of such Book-Entry Shares, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder of such Certificate. If the payment equal to the Offer Price is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares is registered Certificates or Book-Entry Shares on the stock Merger Consideration payable in respect of the Certificates or Book-Entry Shares. In the event of a transfer books of ownership of Shares that is not registered in the transfer records of the Company, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed properly or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person person requesting such payment shall have paid all any transfer and other taxes Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of the Company Parent Group that such taxes Tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Until surrendered as contemplated by this Section 2.3(b), each Certificate, other than Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts representing Dissenting Shares which shall be treated for purposes of in accordance with Section 2.2(d) and Certificates representing Cancelled Shares which shall be treated in accordance with Section 2.1(b), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as and when contemplated by this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeArticle II, without interest. (c) Prior to the Effective Time, the Parent Group and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 11:30 a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of Shares (other than Cancelled Shares) held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Cash Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment. (d) At any time following the twelfth month date that is six (6) months after the Effective Time, the Company Parent Group shall be entitled to require the Paying Agent to deliver to it any funds which had (including any interest received with respect thereto) that have been made available to the Paying Agent and that have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, Book-Entry Shares and thereafter such holders shall be entitled to look to the Company Parent Group and the Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of their Certificates and Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses, including those of the Certificates held by themPaying Agent, in connection with the exchange of Shares for the Merger Consideration. Notwithstanding any provision of this Agreement to the foregoingcontrary, neither none of the Company nor parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock person for any Offer Price Merger Consideration delivered in respect of such share to a public official pursuant to any applicable abandoned property, escheat or other similar law. All cash paid upon the surrender of Certificates and the rights under the CVRs in accordance with the terms of this Article II shall be deemed to be in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates. (de) From 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 that were outstanding prior to the Effective Time. If, after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares Certificates are presented to the Surviving Corporation for transfer such Certificates shall be canceled and exchanged for the consideration provided for, and in accordance with the Reverse Stock Split procedures set forth, in this Article II. (f) Notwithstanding anything in this Agreement to the contrary, the Parent Group, the Surviving Corporation and the Paying Agent shall cease be entitled to have deduct and withhold from the consideration otherwise payable pursuant to this Agreement any rights amount as may be required to be deducted and withheld with respect to the making of such fractional shares except payment under applicable Tax laws. To the right to receive an amount equal extent that amounts are so withheld by the Parent Group, 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 Offer Price multiplied holder of Shares in respect of whom such deduction and withholding was made by the number Parent Group or the Paying Agent. (g) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of shares a bond in customary amount as indemnity against any claim that may be made against it or the Surviving Corporation with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of Class A Common Stock held the Shares represented by such holder prior Certificate pursuant to the Effective Time or as provided by applicable Lawthis Article II.

Surrender of Shares. (a) Prior At or prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with its counsel to be held in trust for the benefit of holders of shares of Company shall designate a bank or trust company Common Stock such number of certificates of Parent Common Stock representing the shares of Parent Common Stock to act as agent be issued pursuant to Section 2.1(a) (the “Paying Exchange Fund“). The Exchange Fund shall not be used for any purpose other than to cause the exchange pursuant to this ARTICLE 2, except as provided in this Agreement. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent”) , incurred by it in connection with the exchange of shares of Company Common Stock for the holders of fractional Merger Consideration and other amounts contemplated by this ARTICLE 2. Parent shall have the right to withdraw from the Exchange Fund any shares of Class A Parent Common Stock delivered by Parent or the Surviving Corporation with respect to receive funds pursuant any Dissenting Shares, the amount so withdrawn not to Section 4.01(b). Such funds shall be invested by exceed the Paying Agent as directed by number of shares of Parent Common Stock held in the CompanyExchange Fund with respect to such Dissenting Shares. (ba) Promptly after the Effective Time, but in any event no later than the Company fifth (5th) Business Day thereafter, Parent shall cause to be mailed to each Person who following record holder as of the Effective Time shall be entitled of (x) a Certificate or Certificates which immediately prior to the Effective Time represented shares of Company Common Stock, or (y) uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares“), which, in each case, were converted into the right to receive funds pursuant to Section 4.01(bthe Merger Consideration with respect thereto, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to its counsel or, in the Paying case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, together with such letter(s) of transmittal properly completed and duly executed to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalor Book-Entry Shares in exchange for the Merger Consideration. Upon surrender to the Paying Agent its counsel of a CertificateCertificate or Book-Entry Share, 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 (a “Proper Delivery”), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor upon such surrender of such Certificate or Book-Entry Share the Offer Price for each share formerly evidenced by such Certificate, Merger Consideration pursuant to Section 2.1(a) and such Certificate or Book-Entry Share shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit Payment of the holder Merger Consideration shall be made as promptly as practicable after the date of such CertificateProper Delivery. If delivery of the payment equal to the Offer Price 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 Companyregistered, it shall be a condition of payment that the Certificate or Book-Entry Share 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 Taxes required by reason of the payment of the Offer Price Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes Tax either have has been paid or are is not applicable. If Until surrendered as contemplated by this Section 2.2(b), each Certificate or Book-Entry Share shall be deemed at any holder time after the Effective Time to represent only the right to receive upon such surrender of such Certificate or Book-Entry Share the Merger Consideration pursuant to Section 2.1(a). (b) 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 of Class A Company Common Stock that were converted into fractional shares outstanding prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or transfer is sought for Book-Entry Shares, such Certificates or Book-Entry Shares shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this ARTICLE 2, subject to applicable Law in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory case of Dissenting Shares. Such stock transfer books shall be delivered to the Company. Each of Surviving Corporation as soon as reasonably possible after the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeEffective Time. (c) At In the event that any time following Certificate shall have been lost, stolen or destroyed, upon the twelfth month after making of an affidavit of that fact by the Effective Timeholder thereof claiming such Certificate to be lost, stolen or destroyed, the Company shall be entitled to require Exchange Agent will deliver in exchange for the Paying Agent to deliver to it any funds which had been made available to lost, stolen or destroyed Certificate the Paying Agent and not disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent Merger Consideration payable in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the shares of Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of represented by such share to a public official Certificate pursuant to any abandoned property, escheat or other similar lawthis ARTICLE 2. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the Effective Time, the Company shall designate Parent will appoint a bank or trust company reasonably acceptable to the Company to act as the paying agent in connection with the Merger (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive the Merger Consideration to which the stockholders of the Company shall become entitled pursuant to Article II. Immediately prior to the Effective Time, Parent shall deposit with the Paying Agent sufficient funds to make the payments required pursuant to Section 4.01(b2.4(b), and such funds shall not be used for any other purpose. Such funds shall may be invested by the Paying Agent as directed by Merger Sub or, after the CompanyEffective Time, the Surviving Corporation; provided, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of (i) an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(brepresented Shares (the “Certificates”) or (ii) Shares represented by book-entry (“Book-Entry Shares”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) 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 for payment of transmittalthe Merger Consideration therefor. Upon surrender to to, and acceptance by, the Paying Agent of a CertificateCertificate or of a Book-Entry Share, 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 Book-Entry Share shall be entitled to receive in exchange therefor the Offer Price Merger Consideration for each share Share formerly evidenced represented by such Certificate, Certificate or Book-Entry Share and such Certificate or Book-Entry Share shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrued for the benefit of holders of the holder Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificatethe Certificates or Book-Entry Shares. If payment of the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares or Book-Entry Share is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate or Book-Entry Share so surrendered shall be endorsed properly endorsed, with signature guaranteed, 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 payment of the Offer Price Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or Book-Entry Share surrendered or shall have established to the satisfaction of the Company Surviving Corporation that such taxes tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.4(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. The Merger Consideration paid upon the surrender for exchange of Certificates or Book-Entry Shares in accordance with this Section 2.4(b) will be deemed to have been paid or are not applicable. If any holder in full satisfaction of shares of Class A Common Stock that were converted into fractional shares in all rights pertaining to the Reverse Stock Split is unable to surrender such holder’s Certificates because Shares formerly represented by such Certificates have been lost, mutilated or destroyed, Book-Entry Shares. The Paying Agent will accept Certificates upon compliance with such holder may deliver in lieu thereof an affidavit reasonable terms and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and conditions as the Paying Agent shall be entitled may impose to deduct and withhold from any amounts otherwise payable pursuant to this Agreement effect an orderly exchange of the Certificates in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold accordance with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madenormal exchange practices. (c) At any time following the twelfth month date that is six (6) months after the Effective Time, the Company Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest and any other income received with respect thereto) which had have been made available to the Paying Agent and which have not been disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest Certificates or Book-Entry Shares and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, thereafter such holders shall be entitled to look only to the Company Surviving Corporation (subject to abandoned property, escheat and or other similar laws) only as general creditors thereof with respect to any Offer Price that may be the Merger Consideration payable upon due surrender of the their Certificates held by themor Book-Entry Shares. Notwithstanding the foregoingThe Surviving Corporation shall pay all charges and expenses, neither the Company nor including those of the Paying Agent shall be liable to any holder Agent, in connection with the exchange of a fractional share of Class A Common Stock Shares for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawthe Merger Consideration. (d) From and after After the Effective Time, holders the stock transfer books of shares the Company shall be closed and thereafter there shall be no further registration of Class A Common Stock transfers of Shares that were converted outstanding prior to the Effective Time. After the Effective Time, Certificates or Book-Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II. (e) Notwithstanding anything in this Agreement to the contrary, Parent and the Surviving Corporation shall be entitled to deduct and withhold, or may instruct the Paying Agent to deduct and withhold, from the consideration otherwise payable to any holder of Shares, Options or Restricted Shares or otherwise pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under applicable Tax (as defined below) laws. Any amounts so deducted and withheld by the Parent or the Surviving Corporation will be treated as having been paid to the holder of such Shares, Options, Restricted Shares or other payment in respect of which such deduction and withholding was made for all purposes of this Agreement. (f) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including (i) the posting by the holder of a bond in such amount as the Surviving Corporation may require as indemnity against any claim that may be made against it with respect to the Certificate and (ii) the entering into fractional shares in of an indemnity agreement by such person satisfactory to the Reverse Stock Split shall cease Surviving Corporation to have indemnify the Surviving Corporation and the Paying Agent against any rights claim that may be made against it with respect to such fractional shares except Certificate, the right to receive an amount equal to Paying Agent will deliver in exchange for the Offer Price multiplied by lost, stolen or destroyed Certificate the number applicable Merger Consideration payable in respect of shares of Class A Common Stock held the Shares represented by such holder prior Certificate pursuant to the Effective Time or as provided by applicable Lawthis Article II.

Surrender of Shares. (a) Prior to the Effective Time, the Company Purchaser shall designate a appoint Xxxxx Xxxxxx Shareholder Services or such other commercial bank or trust company designated by Purchaser and reasonably acceptable to the Company to act as exchange agent hereunder (the “Paying "Exchange Agent”") for the holders payment of fractional shares the Per Share Amount upon surrender of Class A Common Stock to receive funds pursuant to Section 4.01(b)certificates representing the Shares. Such funds All of the fees and expenses of the Exchange Agent shall be invested borne by the Paying Agent as directed by the CompanyPurchaser. (b) Promptly after Parent shall cause the Effective TimeSurviving Corporation to provide the Exchange Agent with cash in amounts necessary to pay for all of the Shares pursuant to SECTION 1.8(C) hereof when and as such amounts are needed by the Exchange Agent. (c) On the Closing Date, Purchaser shall instruct the Exchange Agent to mail to each holder of record of a certificate representing any Shares canceled upon the Merger pursuant to SECTION 1.6(A) hereof, within five business days of receiving from the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(ba list of such holders of record, (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 shares that were converted into fractional shares in the Reverse Stock Split certificates shall pass, only upon proper delivery of the Certificates certificates 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 the surrender of the Certificates certificates. Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to SECTION 1.6(A) hereof may thereafter surrender such letter certificate or certificates to the Exchange Agent, as agent for such holder, to effect the surrender of transmittalsuch certificate or certificates on such holder's behalf for a period ending one year after the Effective Time. Upon the surrender of certificates representing the Shares, Parent 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 the Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment cash in an amount equal to the Offer Price 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) shall represent solely the right to receive the aggregate Per Share Amount relating thereto. (d) If payment of 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 formerly evidencing shares 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 Offer Price to in a Person name other than that of the registered holder of the Certificate surrendered, certificate or instrument surrendered or shall have established to the satisfaction of Parent or the Company Exchange Agent that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in payable. (e) At the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostEffective Time, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each stock transfer books of the Company and the Paying Agent shall be entitled to deduct closed, and withhold from any amounts otherwise payable pursuant to this Agreement in respect no transfer of fractional shares Shares shall be made thereafter, other than transfers of Class A Common Stock such amount as it is required to deduct and withhold with respect Shares that have occurred prior to the making of such payment under any LawEffective Time. To In the extent that amounts event that, after the Effective Time, certificates are so withheldpresented to the Surviving Corporation, such withheld amounts they shall be treated canceled and exchanged for purposes of this Agreement cash as having been provided in SECTION 1.6(A). (f) The Per Share Amount paid in the Merger shall be net to the holder of Shares in cash, and without interest thereon subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such fractional shares of Class A Common Stock in respect of which such deduction and withholding was madeholder. (cg) At any time Promptly following the twelfth month date which is one year after the Effective Time, the Company Exchange Agent shall be entitled to require the Paying Agent to deliver to it any funds which had been made available Parent all cash, certificates and other documents in its possession relating to the Paying Agent transactions contemplated hereby, and not disbursed to holders the Exchange Agent's duties shall terminate. Thereafter, each holder of fractional shares a certificate representing Shares (other than certificates representing Dissenting Shares and certificates representing Shares held by Parent or in the treasury of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, Company) may surrender such holders shall be entitled to look certificate to the Company Surviving Corporation and (subject to any applicable abandoned property, escheat and other or similar lawslaw) only as general creditors thereof with respect to receive in consideration therefor the aggregate Per Share Amount relating thereto, without any Offer Price that may be payable upon due surrender interest thereon. (h) None of the Certificates held by them. Notwithstanding Company, Parent, the foregoing, neither Surviving Corporation or the Company nor the Paying Exchange Agent shall be liable to any holder of a fractional share of Class A Common Stock Shares for any Offer Price cash delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law, rule, regulation, statute, order, judgment or decree. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the earlier of the mailing of the Proxy Statement and the Effective Time, the Company Parent shall designate appoint a bank or trust company which is reasonably satisfactory to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration. When and as needed for each former holder of Company Common Stock who becomes entitled to receive the Merger Consideration in accordance with Section 2.8(b) below, Parent shall cause the Surviving Corporation to deposit with the Paying Agent for the benefit of such former holders of fractional shares of Class A Company Common Stock sufficient funds to receive funds make all payments pursuant to this Section 4.01(b)2.8. Such funds shall be invested by the Paying Agent as directed by the CompanySurviving Corporation. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or as it directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented shares of Company Common Stock (the "Certificates"), 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 shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price for each share formerly evidenced aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate, and such Certificate or Certificates surrendered shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificatehave been converted pursuant to this Agreement. If the payment equal to the Offer Price any Merger Consideration is to be made remitted to a Person person whose name is other than that in which the Person in whose name the Certificate for shares of Company Common Stock surrendered Certificate formerly evidencing shares for exchange is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be endorsed properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment exchange shall have paid all any transfer and and/or other taxes required by reason of the payment remittance of the Offer Price Merger Consideration to a Person person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in No interest shall be paid or accrued, upon the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company Certificates, for the benefit of holders of the Certificates on any Merger Consideration. Parent and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the distribution of the Merger Consideration. (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 (including any interest received with respect thereto) which had been deposited with the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof for payment of their claim for Merger Consideration to which such holders may be entitled. (d) Notwithstanding the provisions of Section 2.8(c), neither the Surviving Corporation nor the Paying Agent shall be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates representing shares of Company Common Stock shall not have been surrendered prior to six months after 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 such cash shall, to the extent permitted by applicable law, become the property of the Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Parent shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement in respect to any former holder of fractional shares of Class A Company Common Stock such amount amounts as it Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any Lawprovision of any applicable federal, state, local or foreign law, rule or regulation. To the extent that amounts are so withheldwithheld by Parent and paid by Parent to the applicable taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of such fractional shares of Class A Company Common Stock in respect of which such deduction and withholding was mademade by Parent. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior to the earlier of the mailing ------------------- of the Proxy Statement and the Effective Time, the Company Parent shall designate appoint a bank or trust company which is reasonably satisfactory to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration. When and as needed, Parent shall cause the Surviving Corporation to deposit with the Paying Agent for the benefit of former holders of fractional shares of Class A Common Stock Securities sufficient funds to receive funds make all payments pursuant to this Section 4.01(b)2.8. Such funds shall be invested by the Paying Agent as directed by the CompanySurviving Corporation. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or as it directs. (b) Promptly after the Effective Time, the Company Surviving Corporation shall cause to be mailed to each Person who following record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) represented Securities (the "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 shares that were converted into fractional shares in the Reverse Stock Split 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 Offer Price for each share formerly evidenced aggregate amount of Merger Consideration into which the number of Securities previously represented by such Certificate, and such Certificate or Certificates surrendered shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificatehave been converted pursuant to this Agreement. If the payment equal to the Offer Price any Merger Consideration is to be made remitted to a Person person whose name is other than that in which the Person in whose name the Certificate for Securities surrendered Certificate formerly evidencing shares for exchange is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be endorsed properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment exchange shall have paid all any transfer and and/or other taxes required by reason of the payment remittance of the Offer Price Merger Consideration to a Person person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Company Surviving Corporation that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in No interest shall be paid or accrued, upon the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and Certificates, for the benefit of holders of the Certificates on any Merger Consideration. (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 (including any interest received with respect thereto) which had been deposited with the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof for payment of their claim for Merger Consideration to which such holders may be entitled. (d) Notwithstanding the provisions of Section 2.8(c), neither the Surviving Corporation nor the Paying Agent shall be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates representing Securities shall not have been surrendered prior to six months after 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 such cash shall, to the extent permitted by applicable law, become the property of the Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Parent shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement in respect to any former holder of fractional shares of Class A Common Stock Securities such amount amounts as it Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any Lawprovision of any applicable state, local or foreign law, rule or regulation. To the extent that amounts are so withheldwithheld by Parent and paid by Parent to the applicable taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of such fractional shares of Class A Common Stock Securities in respect of which such deduction and withholding was mademade by Parent. (c) At any time following the twelfth month after the Effective Time, the Company 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 fractional shares of Class A Common Stock (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 Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior At or prior to the Effective Timedate and time of acceptance for Shares tendered in the Offer (the time of such acceptance, the Company shall designate “Offer Acceptance Time”), Parent will deposit with a bank or trust company cash in an amount sufficient to act as agent pay the aggregate Offer Price (calculated assuming that all Shares are tendered in the “Paying Agent”) Offer for the holders purposes of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(bthis paragraph). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective TimeTime (but in no event later than three (3) business days thereafter), the Company shall Surviving Corporation will cause the Depositary to be mailed mail to each Person who following the Effective Time shall be holder of a record of a certificate or a book-entry Share entitled to receive funds pursuant to Section 4.01(b) the Merger Consideration, a form Letter of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying Agent) Transmittal and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittalcertificate or book-entry Share in exchange for the Merger Consideration. Upon surrender of a duly executed Letter of Transmittal and a certificate representing Shares to the Paying Agent Depositary or receipt by the Depositary of a Certificatean Agent’s Message in the case of book-entry Shares and, together with such letter of transmittalin each case, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructionsby the Depositary, the holder of such Certificate shall certificate or book-entry Share will be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced Merger Consideration into which the Shares represented by such Certificate, and such Certificate shall then be canceled. No interest shall accrue certificate or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price 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 required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either book-entry Share have been paid or are not applicableconverted. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month twelve (12) months after the Effective Time, the Company shall be entitled to Parent may require the Paying Agent Depositary to deliver to it Parent any funds which had that have been made available to the Paying Agent Depositary and that have not been disbursed to holders of fractional shares of Class A Common Stock certificates or book-entry Shares (including, without limitation, all interest and other income received by the Paying Agent Depository in respect of all funds the finds made available to it), and, thereafter. Thereafter, such holders shall will be entitled to look to the Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof Surviving Corporation with respect to any Offer Price that may be payable upon due surrender of the Certificates held by themMerger Consideration. Notwithstanding Neither the foregoing, neither the Company Surviving Corporation nor the Paying Agent shall Depositary will be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered person in respect of such share any funds delivered to a public official pursuant to any abandoned property, escheat or other similar lawlaws. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

Surrender of Shares. (a) Prior Following the date of this Agreement and prior to the Effective Time, the Company Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as exchange agent in connection with the Merger (the “Paying Exchange Agent”) for the holders purpose of fractional shares of Class A Common Stock exchanging certificates representing Shares (“Certificates”) or Shares represented by book-entry (“Book-Entry Shares”), as the case may be, for Merger Consideration. At the Effective Time, Parent shall deposit, or cause to receive funds be deposited, with the Exchange Agent, cash sufficient to pay the aggregate Merger Consideration required to be paid pursuant to Section 4.01(b2.1(a). Such funds delivered to the Exchange Agent are herein referred to as the “Exchange Fund”. The Exchange Agent shall be invested by invest the Paying Agent Exchange Fund as directed by Parent; provided that no such investment or losses thereon shall affect the CompanyMerger Consideration payable to holders of Shares entitled to receive such consideration. Any interest or income provided by such investments shall be payable to the Surviving Corporation or Parent, as directed by Parent. (b) Promptly after the Effective Time (but in any event within five (5) days after the Effective Time), the Surviving Corporation shall cause the Exchange Agent to mail to each record holder, as of the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(bof Shares, (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 shares that were converted into fractional shares in the Reverse Stock Split held by such holder representing such Shares 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 in the letter of transmittal) and (ii) 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, for payment of transmittalthe Merger Consideration therefor. Upon Each stockholder, upon surrender by such holder to the Paying Exchange Agent of a Certificateits Certificate or Book-Entry Shares, as applicable, together with such the 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 Offer Price for each share formerly evidenced by amount of cash (in U.S. dollars) that such Certificatestockholder has the right to receive pursuant to this Article II, and such Certificate shall then be canceledafter giving effect to any required withholdings pursuant to Section 2.2(f). No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate or accrue for the benefit of holders of the holder Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificatethe Certificates or Book-Entry Shares. If payment or issuance of the payment equal to the Offer Price Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing shares is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment or issuance that the Certificate so surrendered shall be endorsed properly or endorsed, with signatures guaranteed, and shall be otherwise be in proper form for transfer and that the Person person requesting such payment or issuance shall have paid all to the Exchange Agent any transfer and other taxes required by reason of the payment or issuance of the Offer Price 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 Company Exchange Agent that such taxes tax either have has been paid or are is not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lostUntil so surrendered, mutilated each Certificate or destroyedBook-Entry Share shall, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, represent for all purposes only the Company shall be entitled right to require receive upon such surrender the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received applicable Merger Consideration as contemplated by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawthis Article II. (dc) From and after the Effective Time, holders the Shares shall no longer be outstanding and, subject to Section 2.4(a), no holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split Shares shall cease to have any rights with respect to such fractional shares thereto except the right to receive an amount equal Merger Consideration in respect of such Shares pursuant to this Article II, without interest, and only upon compliance with the Offer Price multiplied by the number applicable provisions of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.this