Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to the record holders of Company Common Stock (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange 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 such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as paying agent in the Merger (the “Paying Agent”). Promptly after the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited with the Exchange Paying Agent (by instruction cash sufficient to Parent's transfer agent), promptly after make payments of the Effective Time, certificates representing the shares of Parent Common Stock issuable cash consideration payable pursuant to Section 3.1 1.5 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c“Payment Fund”). The shares of Parent Common Stock so deposited with Payment Fund shall be invested by the Exchange Payment Agent are referred to collectively as the "Exchange Funddirected by Parent." (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Paying Agent to will mail to the Persons who were record holders of Company Common Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Paying 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 such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c)Merger Consideration. Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Paying Agent's ’s customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) cash consideration that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash 1.5, in lieu full satisfaction of any fractional share all rights pertaining to the shares of Parent Company Common Stock payable in accordance with Section 3.1(c)). The formerly represented by such Company Stock Certificate; and (B) the Company Stock Certificate or Book Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate or Book Entry Share formerly representing such shares is registered if (1) any such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and (2) such holder shall have paid any fiduciary or surety bonds and any transfer or other similar Taxes required by reason of the payment of such Merger Consideration to a Person other than such holder (or shall have established to the reasonable satisfaction of Parent that such bonds and Taxes have been paid or are not applicable). Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) Merger Consideration as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Paying Agent may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Paying Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Paying Agent, Parent, Merger Sub or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) . No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time interest shall be paid to the holder of or will accrue on any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed cash payable to holders of Company Stock Certificates or Book Entry Shares pursuant to the provisions of this Section 1.7. (c) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date one year that is 180 days after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonMerger Consideration. (ed) Each of the Exchange Paying Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or a Company Equity Award such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) If any Company Stock Certificate or Book Entry Share has not been surrendered by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred the date immediately prior to the Exchange Agentdate on which the cash amount that such Company Stock Certificate or Book Entry Share represents the right to receive would otherwise escheat to or become the property of any Governmental Body, Parent or then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving EntityCorporation, as applicable, followed by a sale free and clear of any claim or other disposition interest of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientany Person previously entitled thereto. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or Corporation and the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Paying Agent shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly Merger Consideration delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint a bank or trust company reasonably satisfactory to the Company arrange for its transfer agent to act as exchange agent in the Merger (the "“Exchange Agent"”). Prior to the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated i) non-certificated shares of Parent Common Stock represented by a book entry will be issued), including the issuable pursuant to Section 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares covered by in accordance with Section 3.1(c1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to will mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated non-certificated shares of Parent Common Stock represented by a in book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryform. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock (or uncertificated which shares of Parent Common Stock represented by a book entryshall be certificated and bear an appropriate legend to the effect that such shares have not been registered under the Securities Act and are therefore subject to restrictions on transfer) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(d) and any dividends or other distributions pursuant to Section 1.7(c)). The ; and (B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock) as contemplated by Section 3.1 1.5 and this any dividends or other distributions pursuant to Section 3.31.7(c). If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver indemnification obligation and/or post a bond (bond, in such sum reasonable and customary amount as Parent or the Exchange Agent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Share in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or Stock, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Capital Stock such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the . The Exchange Agent, Parent or and the Surviving Entity, as applicable, followed by a sale Corporation shall use commercially reasonable efforts to reduce or other disposition of eliminate any such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientwithholding. (f) None All transfer, documentary, registration and other such Taxes (including, without limitation, charges for or in connection with the recording of any instrument or document as provided in this Agreement) payable in connection with the Merger and the other transactions contemplated by this Agreement shall be timely paid by Parent, Merger Sub, the Company, . (g) Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Capital Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly amounts required to be delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective Time, Parent shall appoint a commercial bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE AGENT"). At or prior to the Effective Time, Parent shall issue and cause to be deposited deposit with the Exchange Agent, in trust for the benefit of holders of shares of the Company Stock, the Merger Consideration issuable pursuant to Section 2.1 in exchange for outstanding shares of Company Stock in the Merger pursuant to Section 2.1. Parent agrees to make available to the Exchange Agent from time to time, as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.5 and any dividends and other distributions pursuant to Section 2.4. (by instruction to Parent's b) At the Effective Time, the stock transfer agent), promptly books of the Company shall be closed and thereafter there shall be no further registration of transfers of the Company Stock on the records of the Company. From and after the Effective Time, certificates the holders of Certificates representing ownership of the shares of Parent Common Company Stock issuable pursuant outstanding immediately prior to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)the Effective Time shall cease to have rights with respect to such Company Stock, including the shares covered by Section 3.1(c)except as otherwise provided for herein. The shares of Parent Common Stock so deposited with and Parent Voting Preferred Stock issuable in the Merger shall be deemed to have been issued at the Effective Time. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the applicable Merger Consideration with respect to the shares of Company Stock formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are referred entitled pursuant to collectively as Section 2.5 and any dividends or other distributions to which the "Exchange Fundholders thereof are entitled pursuant to Section 2.4 without interest." (bc) As soon as reasonably practicable after the Effective Time, Parent and the Parent Surviving Corporation shall cause the Exchange Agent to mail to the each holder of record holders of Company Common Stock a Certificate (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably which shall specify (including a provision confirming that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent orAgent, and which letter shall be in such form and have such other provisions as the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal)Company may reasonably specify, and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole (A) shares of Parent Common Stock or Parent Voting Preferred Stock, as the case may be, representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1, and (or uncertificated shares of Parent Common Stock represented by B) a book entry) check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of Section 3.1 (and this Article II, including cash in lieu of any fractional share shares of applicable Parent Common Stock payable pursuant to Section 2.5 and any dividends or other distributions pursuant to Section 2.4 (after giving effect to any required tax withholdings from cash payments), and in accordance with Section 3.1(c)). The Company Stock each case the Certificate or Book Entry Share so surrendered shall forthwith be canceled. Until surrendered as contemplated by No interest will be paid or will accrue on any cash payable pursuant to this Article II, including cash payable pursuant to Section 3.3, each Company Stock Certificate 2.4 or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock Section 2.5. (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)d) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or upon the Exchange Agent may, in its discretion and as a condition precedent making of an affidavit of that fact by the Person claiming such Certificate to the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen, stolen or destroyed Company Stock Certificate and the agreement by such Person to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against it, the Surviving Corporation or the Exchange Agent, Parent, or the Surviving Entity Agent with respect to such Company Stock Certificate. (c) No dividends , the Exchange Agent will deliver in exchange for such lost, stolen or other distributions declared or made with respect to Parent Common Stock with a record date after destroyed Certificate the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share applicable Merger Consideration with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitledformerly represented thereby, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct unpaid dividends and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, distributions on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with Parent Voting Preferred Stock deliverable in respect thereto)thereof, or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Personthis Agreement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing, Parent shall appoint a bank or trust company enter into an agreement reasonably satisfactory acceptable to the Company with the Company’s transfer agent to act as exchange agent for the stockholders of the Company in connection with the Merger (the "Exchange “Paying Agent")”) and relating to the services to be performed by the Paying Agent thereby. At the Closing, Parent shall issue and cause to be deposited with the Exchange Paying Agent (by instruction cash sufficient to Parent's transfer agentmake payments of the Cash Consideration in accordance with Section 1.8(a)(iii). The cash amount so deposited with the Paying Agent is referred to as the “Payment Fund”. The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to Section 1.8(a)(iii), promptly except as provided in this Agreement. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, incurred by it in connection with the exchange of Company Common Stock for the Cash Consideration and other amounts contemplated by this Section 1. (b) Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Paying Agent to mail to the Persons who were record holders of Company Common Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalPaying Agent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made the Offer Price payable with respect thereto pursuant to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c1.8(a)(iii). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive receive, and the Paying Agent shall (and Parent shall cause the Paying Agent to) in exchange therefor a certificate representing transfer from the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) Payment Fund to such holder the Offer Price that such holder has the right to receive pursuant to the provisions of Section 3.1 1.8; and (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The B) the Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.10(b), each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) the Offer Price, as contemplated by Section 3.1 and this Section 3.31.8. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common Stockthe Offer Price, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity reasonable and customary indemnification obligation, against any claim that may be made against the Exchange Paying Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. 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 Book-Entry Shares, other than with respect to Excluded Shares and Dissenting Shares, a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 1.8(a)(iii) in respect of such Book Entry Shares, without such holder being required to deliver a Company Stock Certificate or an executed letter of transmittal to the Paying Agent, and such Book Entry Shares shall then be canceled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.10 shall thereafter look only to the Surviving Entity for Parent for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock payment of the Offer Price (subject to abandoned property, escheat or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stockother similar laws), in each case without interest thereoninterest. (ed) Each of the Exchange Agent, Parent, and Neither Parent nor the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), the Offer Price or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Personlaw.

Exchange of Certificates. (a) Prior On or prior to the Effective TimeClosing Date, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as select an exchange agent in the Merger (the "“Exchange Agent"”). Parent shall issue and cause make available to be deposited with the Exchange Agent (by instruction to Parent's ’s transfer agent), ) (i) promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 1.5 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)) and (ii) as needed, including the cash sufficient to make payments in lieu of fractional shares covered by in accordance with Section 3.1(c1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Parent shall cause the Exchange Agent to shall mail to the record holders of Company Common Stock Equity (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Stock Equity Certificates to the Exchange Agent or, in the case of Book Entry SharesEquity, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of such holder's ’s Company Stock Equity Certificates and Book Entry Shares Equity in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares Equity shall be effected in accordance with the Exchange Agent's ’s customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Equity Certificate or Book Entry Share Equity to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Company Stock Equity Certificate or Book Entry Share Equity shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock). The Company Stock Equity Certificate or Book Entry Share Equity so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7, each Company Stock Equity Certificate or Book Entry Share Equity shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock) as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Equity Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Equity Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity Corporation with respect to such Company Stock Equity Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Equity Certificate or Book Entry Share Equity with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Equity Certificate or Book Entry Shares Equity in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar LawLegal Requirement, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Equity Certificates or Book Entry Shares Equity as of the date one year 180 days after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Equity Certificates or Book Entry Shares Equity who have not theretofore surrendered their Company Stock Equity Certificates or Book Entry Shares Equity in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or Stock, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) Stock, and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Equity such amounts as are may be required to be deducted or withheld therefrom under the Code or any provision of United States state state, local, or local foreign Tax Law or non-United States Tax Law law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock Equity or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law, or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange paying agent in the Merger (the "Exchange “Paying Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Paying Agent relating to the services to be performed by the Paying Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Paying Agent cash sufficient to make payments of the Cash Consideration and the Preferred Stock Merger Consideration in accordance with Section 1.8(a)(iii). The cash amount so deposited with the Paying Agent is referred to as the “Payment Fund.” (by instruction to Parent's transfer agent), promptly b) Promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Paying Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time whose shares were converted into the right to receive the Offer Price and the Preferred Stock Merger Consideration, as applicable, in accordance with Section 1.8(a)(iii): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalPaying Agent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common the Offer Price or the Preferred Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)Merger Consideration, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryas applicable. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parentreceive, and the Surviving Entity Paying Agent shall be entitled to deduct (and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under Parent shall cause the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Paying Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior to the Acceptance Time, Parent and the Company shall, and Parent shall cause the CVR Rights Agent to, authorize, execute and deliver the CVR Agreement. Prior to the Effective Time, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Prior to the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent cash in an amount sufficient to pay the aggregate Cash Portion of the Merger Consideration payable in connection with the Merger (by instruction it being understood and agreed, for the avoidance of doubt, that Parent shall not be required to Parent's transfer agent), promptly after deposit any of the Effective Time, certificates representing funds related to any CVR with the shares of Parent Common Stock issuable CVR Rights Agent unless and until such deposit is required pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares the terms of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(cCVR Agreement). The shares of Parent Common Stock so cash amount deposited pursuant to the immediately preceding sentence with the Exchange Agent are is referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to will mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the number Exchange Fund to such holder the Cash Portion of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that the Merger Consideration such holder has the right to receive pursuant to the provisions of Section 3.1 2.5(a)(iii); (and cash in lieu B) the holder of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The such Company Stock Certificate or Book Entry Share Shares shall be identified in the register maintained by the CVR Rights Agent for the purpose of identifying the holders of the CVRs pursuant to the terms of the CVR Agreement as the holder of that number of CVRs such holder has the right to receive pursuant to the provisions of Section 2.5(a)(iii), in accordance with the terms of the CVR Agreement, and (C) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.32.8(b), each Company Stock Certificate or and Book Entry Share (other than Dissenting Shares) shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) the Merger Consideration as contemplated by Section 3.1 2.5 and this any dividends or other distributions pursuant to Section 3.32.8(c). If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common StockMerger Consideration in respect of the shares represented thereby, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver post a bond (bond, in such sum reasonable and customary amount as Parent or the Exchange Agent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 2.8 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonthe Merger Consideration. (ed) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (fe) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly amounts required to be delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior Acquiror shall designate a Person, reasonable acceptable to the Effective TimeCompany, Parent shall appoint a bank or trust company reasonably satisfactory to serve, pursuant to the Company to act as terms of an exchange agent in agreement, as the Merger exchange agent for purposes of this Agreement (the "Exchange Agent")) and Acquiror shall execute and deliver an exchange agent agreement at or prior to the Effective Time. Parent Acquiror shall issue be solely responsible for the payment of any fees and cause to be deposited with expenses of the Exchange Agent Agent. At or prior to the Effective Time, Acquiror shall authorize the issuance of and shall make available to the Exchange Agent, for the benefit of the holders of Company Common Stock and Company Preferred Stock for exchange in accordance with this Article 2: (by instruction i) the aggregate number of shares of Acquiror Common Stock deliverable pursuant to Parent's transfer agentSection 2.1, (ii) the aggregate cash consideration payable pursuant to Section 2.1, including the amount of cash payable in lieu of fractional shares; (iii) sufficient cash for payment of any dividends or distributions that the holder thereof has the right to receive pursuant to Section 2.3(c); (iv) a number of shares of Acquiror Series G Preferred Stock and Acquiror Series H Preferred Stock equal to the aggregate Series B Merger Consideration and Series D Merger Consideration deliverable pursuant to Section 2.1; and (v) sufficient cash for the payment of the Company equity awards as required to pursuant to Section 2.5. Such amount of cash and shares of Acquiror Common Stock, promptly Acquiror Series G Preferred Stock and Acquiror Series H Preferred Stock, together with any dividends or distributions with respect thereto paid after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively in this Article 2 as the "Exchange Fund"." (b) As soon promptly as reasonably practicable after the Effective Time, but in no event later than five (5) Business Days after the Parent Closing Date, Acquiror shall cause the Exchange Agent to mail to the each holder of record holders of one or more certificates representing shares of Company Common Stock, Series B Preferred Stock or Series D Preferred Stock (i"Company Stock Certificates") a letter of transmittal ("Letter of Transmittal"), in customary a form and containing such provisions as Parent may reasonably specify (including a provision confirming to be agreed by the parties, which specifies, among other things, that delivery shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the Company Stock Certificates such certificates to the Exchange Agent orAgent, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) together with instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock CertificateAgreement. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Company. No dividends or other distributions declared or made with respect to Parent Acquiror Common Stock, Acquiror Series G Preferred Stock with a or Acquiror Series H Preferred Stock and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the that previously represented shares of Parent Company Common Stock that such or Company Preferred Stock until the holder has the right to receive in the Merger until such holder surrenders thereof shall surrender such Company Stock Certificate or Book Entry Shares in accordance with this Article 2. Promptly after the surrender of a Company Stock Certificate in accordance with this Article 2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of Acquiror Common Stock, Acquiror Series G Preferred Stock or Acquiror Series H Preferred Stock into which the shares of Company Common Stock or Company Preferred Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 3.3 (at which time such 2.1. No holder of an unsurrendered Company Stock Certificate that previously represented shares of Company Common Stock or Company Preferred Stock shall be entitled, subject to until the effect surrender of applicable escheat law or similar Lawsuch Company Stock Certificate, to receive all vote the shares of Acquiror Common Stock or Acquiror Preferred Stock into which such dividends and distributions, without interest)holder's Company Common Stock shall have been converted. (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as unclaimed by the stockholders of the date Company one (1) year after the Effective Time shall be delivered paid to Parent upon demandthe Surviving Company, and any holders or its successors in interest. Any stockholders of the Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance complied with this Section 3.3 Article 2 shall thereafter look only to the Surviving Entity Company, or its successors in interest, for satisfaction issuance and payment of their claims for Parent the Common Stock or Merger Consideration (including the payment of cash in lieu of any fractional shares deliverable in respect of Parent such stockholders' shares of Company Common Stock payable in accordance with Section 3.1(c) Stock, as well as any accrued and any unpaid dividends or distributions with respect to Parent on shares of such Acquiror Common Stock), in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable Series B Merger Consideration or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving EntitySeries D Merger Consideration, as applicable. Notwithstanding the foregoing, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed none of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, Agent or any employee, officer, director, agent or Affiliate of any of them, other person shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Company Preferred Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly amount delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed laws. (e) If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by holders the person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required by Acquiror or the Exchange Agent, the posting by such person of a bond in such amount as Acquiror or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, Acquiror shall, or shall cause the Exchange Agent to, deliver to such person the Common Stock Merger Consideration (including cash in lieu of fractional shares immediately prior deliverable in respect of such stockholders' shares of Company Common Stock, as well as any accrued and unpaid dividends or distributions on shares of such Acquiror Common Stock), Series B Merger Consideration or Series D Merger Consideration, as applicable, into which the shares represented by such lost Company Stock Certificate shall have been converted, subject to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property terms of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Personin accordance with this Article 2.

Exchange of Certificates. (a) On or prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company or such other reputable bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) and, in connection therewith, shall enter into an agreement with the Paying Agent in a form reasonably acceptable to the Company. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited deposit with the Exchange Paying Agent (by instruction cash sufficient to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable make all payments pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c1.5(a)(iii). The shares of Parent Common Stock cash amounts so deposited with the Exchange Paying Agent are referred to collectively as the "“Exchange Fund."” (b) As soon promptly as practicable (but in no event later than three Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Company Stock Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the record holders of Company Common Stock right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal transmittal, which shall be in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery shall be effected, and risk of loss and title to the Company Stock Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent or, in the case or transfer of Book Book-Entry Shares, upon adherence as the case may be, to the procedures set forth in the letter of transmittal)Paying Agent, and shall otherwise be in such form and have such other provisions as Parent, the Company and the Paying Agent shall reasonably agree, acting reasonably; and (ii) instructions for use in effecting the surrender of such holder's the Company Stock Certificates and Book or the transfer of Book-Entry Shares in exchange for certificates representing Parent Common payment of the Per Share Merger Consideration. (c) Upon the surrender of Company Stock (Certificates or appropriate alternative arrangements if uncertificated shares transfer of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect Book-Entry Shares for cancellation to Parent Common Stock with a record date after the Effective TimePaying Agent, and any cash upon delivery of a letter of transmittal, duly executed and in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected proper form in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchangeinstructions thereto, together with a duly executed letter of transmittal and such any other documents as may be reasonably required by the Exchange Agent Paying Agent, with respect to such Company Stock Certificates or Parentan agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Company Stock Certificate Certificates or Book Book-Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock Per Share Merger Consideration for each Share formerly represented by such Company Stock Certificates and for each Book-Entry Share. Any Company Stock Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Per Share Merger Consideration is to be made to a book entry) that such holder has Person other than the right to receive pursuant to the provisions of Section 3.1 (and cash Person in lieu of whose name any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The surrendered Company Stock Certificate or Book Entry Share is registered, it shall be a condition precedent of payment that the Company Stock Certificate so surrendered shall be canceledproperly endorsed or shall be otherwise in proper form for transfer and shall be accompanied by all documents reasonably required to evidence and effect such transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Company Stock Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Per Share Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered or transferred (as applicable) as contemplated by this Section 3.3hereby, each Company Stock Certificate or Book Book-Entry Share in respect of Shares converted into the right to receive Per Share Merger Consideration pursuant to Section 1.5(a)(iii) shall be deemed, from and at any time after the Effective Time, to represent only the right to receive shares of Parent Common Stock the Per Share Merger Consideration as contemplated by this Agreement. (d) The Per Share Merger Consideration paid and cash in lieu issued upon the surrender or transfer (as applicable) of any fractional share of Parent Common Company Stock payable Certificate or Book-Entry Share in accordance with Section 3.1(c)) as contemplated by Section 3.1 and the terms of this Section 3.3. If 1.8 shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Stock Certificate or Book-Entry Share and, in the case of a Company Stock Certificate, the Shares formerly represented by it. (e) Notwithstanding anything to the contrary contained in this Section 1.8, if any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or upon the Exchange Agent may, in its discretion and as a condition precedent to making of an affidavit of that fact by the issuance of any certificate representing Parent Common Stock, require the owner of Person claiming such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent Surviving Corporation (including if reasonably required by the Paying Agent) the posting by such Person of a bond, in such reasonable amount as Parent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity it with respect to such Company Stock Certificate, the Paying Agent (or, if subsequent to the termination of the Exchange Fund and subject to Section 1.8(h), Parent) shall deliver, in exchange for such lost, stolen or destroyed Company Stock Certificate, the Per Share Merger Consideration in accordance with Section 1.5. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (df) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after anniversary of the Effective Time Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.8 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock the Per Share Merger Consideration. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or cash in lieu become property of fractional shares any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent Common Stock payable in accordance with Section 3.1(c) or its designee, free and clear of all claims or interest of any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonPerson previously entitled thereto. (eg) Each of the Exchange Paying Agent, Parent, Parent and the Surviving Entity Corporation, and any of their agents or Affiliates, as applicable, shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state state, local or local Tax Law or non-United States foreign Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate Governmental Authority by the Exchange AgentAuthority, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (fh) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock Shares or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amounts properly delivered to a any public official pursuant to any applicable abandoned propertyproperty Law, escheat Law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior to the Effective TimeClosing, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated i) non-certificated shares of Parent Common Stock represented by a book entry will be issued), including the issuable pursuant to Section 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares covered by in accordance with Section 3.1(c1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated non-certificated shares of Parent Common Stock represented by a in book entry will be issued)form, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective TimeCVRs, and any cash in lieu of any fractional shares payable in accordance with share of Parent Common Stock pursuant to Section 3.1(c1.5(c) and any dividends or other distributions pursuant to Section 1.7(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) and CVRs that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(c) and any dividends or other distributions pursuant to Section 1.7(c)). The ; and (B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and CVRs (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(c)) as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form and CVRs, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity reasonable and customary indemnification obligation against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Share in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity for Parent for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock or Stock, CVRs, cash in lieu of fractional shares of Parent Common Stock payable in accordance with pursuant to Section 3.1(c) 1.5(c), and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and Neither Parent nor the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), any CVRs or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, i) certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 1.5; and (or ii) cash sufficient to make appropriate alternative arrangements if uncertificated payments in lieu of fractional shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by in accordance with Section 3.1(c1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to will mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryStock. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(d) and any dividends or other distributions pursuant to Section 1.7(c)). The ; and (B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock) as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity indemnification obligation against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Share in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or Stock, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and timely paid over to the appropriate Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint a select Interwest Transfer Company, Inc., Parent’s transfer agent, or another bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At or promptly after the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, i) certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 1.5; and (or ii) cash sufficient to make appropriate alternative arrangements if uncertificated shares payments of Parent Common Stock represented by a book entry will be issued), including the shares covered by Alternative Cash Consideration in accordance with Section 3.1(c1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements or, if uncertificated shares of Parent Common Stock represented by a book entry will be issued)applicable, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryAlternative Cash Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 or, if applicable the Alternative Cash Consideration; and (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.8(b), each Company Stock Certificate or Book Entry Share Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.31.5 or, if applicable, the Alternative Cash Consideration. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or and the Exchange Agent may Company reasonably agree to direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demandwithin ten (10) days of Parent’s written request therefore, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.8 shall thereafter look only to the Surviving Entity for Parent for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) or, if applicable, Alternative Cash Consideration, and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (ed) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local foreign Tax Law or non-United States Tax Law law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and timely paid over to the appropriate Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (iii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to Parent, the Exchange Agent, Parent Agent or the Surviving EntityCorporation, as applicablethe case may be, followed by a sale shall promptly deliver the amounts so deducted or withheld to the applicable taxing or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientauthority. (fe) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior Parent shall appoint an agent (the “Exchange Agent”) reasonably acceptable to the Company for the purpose of exchanging certificates which immediately prior to the Effective Time evidenced shares of Company Merger Stock (the “Company Certificates”) for the applicable Closing Merger Consideration pursuant to an exchange agent agreement in form and substance reasonably satisfactory to the Company. At the Effective Time, Parent shall appoint a bank deposit, or trust company reasonably satisfactory shall cause to be deposited, with the Exchange Agent, Parent Certificates representing the Closing Merger Consideration to be exchanged or paid in accordance with this Article II, and Parent shall make available from time to time after the Effective Time as necessary, cash in an amount sufficient to pay any cash payable in lieu of fractional shares with respect to the Closing Merger Consideration pursuant to Section 2.2(i) and any dividends or distributions to which holders of shares of Company Merger Stock may be entitled pursuant to act as exchange agent in the Merger (the "Exchange Agent"Section 2.2(c). Parent shall issue and send, or shall cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent)send, to each holder of record of shares of Company Merger Stock, promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to the record holders of Company Common Stock (i) a letter of transmittal for use in customary such exchange (which shall be in form and containing such provisions as substance reasonably satisfactory to Parent may reasonably and the Company and shall specify (including a provision confirming that the delivery shall be effected, and risk of loss and title in respect of the Company Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), Agent) and (ii) instructions to effect the surrender of the Company Certificates in exchange for use the applicable Closing Merger Consideration, cash payable in effecting respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). (b) Each holder of shares of Company Merger Stock that have been converted into a right to receive the Merger Consideration and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c), upon surrender to the Exchange Agent of a Company Certificate or Company Certificates, together with a properly completed letter of transmittal covering such shares and such other documents as the Exchange Agent may reasonably require, shall be entitled to receive the applicable Merger Consideration payable in respect of such shares of Company Merger Stock. The holder of such Company Certificate, upon its delivery thereof to the Exchange Agent, shall also receive any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) and cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i). Company Certificates surrendered shall forthwith be canceled as of the Effective Time. Until so surrendered, each such Company Certificate, following the Effective Time, shall represent for all purposes only the right to receive the applicable Merger Consideration, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). No interest shall be paid or accrued for the benefit of holders of the Company Certificates on cash amounts payable upon the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock pursuant to this Section 2.2. (c) Whenever a dividend or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions other distribution is declared or made after the date hereof with respect to Parent Class A Common Stock or Parent Common Stock with a record date after the Effective Time, and any cash such declaration shall include a dividend or other distribution in lieu respect of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole all shares of Parent Class A Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require as applicable, issuable pursuant to this Agreement, including the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) Escrow Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Class A Common Stock or Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Class A Common Stock and Parent Common Stock that such holder has the right is entitled to receive in until the Merger until such holder surrenders of such Company Stock Certificate or Book Entry Shares shall surrender such Company Certificate in accordance with the provisions of this Section 3.3 (at which time 2.2. Subject to applicable Law, following surrender of any such holder Company Certificate, there shall be entitled, subject paid to the effect record holder of applicable escheat law the certificates representing Parent Class A Common Stock or similar Law, to receive all such dividends and distributionsParent Common Stock issued in exchange therefor, without interest), at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Parent Class A Common Stock or Parent Common Stock. (d) Any portion In the event that a transfer of ownership of shares of Company Merger Stock is not registered in the stock transfer books or ledger of the Company, or if any certificate for the applicable Merger Consideration is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition to the issuance thereof that the Company Certificate or Company Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange shall have paid to the Exchange Agent any transfer or other Taxes required as a result of the issuance of a certificate for Parent Class A Common Stock or Parent Common Stock in any name other than that of the registered holder of such shares of Company Merger Stock, or establish to the reasonable satisfaction of the Exchange Fund Agent that such Tax has been paid or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have is not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonpayable. (e) Each of After the Exchange AgentEffective Time, Parent, and the Surviving Entity there shall be entitled to deduct and withhold from no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder Company Certificate formerly representing shares of Company Common Stock such amounts as are required is presented to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicableit shall be canceled and exchanged for the applicable Merger Consideration provided for, and (ii) treated for all purposes under in accordance with the procedures set forth, in this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientArticle II. (f) None of Parent, Merger SubMergerCo, the Company, the Surviving Entity or the Exchange Agent, Company or any employee, officer, director, agent of their respective Subsidiaries or Affiliate of any of them, Affiliates shall be liable to any holder or former holder of shares of Company Common Merger Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) Each of the Exchange Agent, the Surviving Entity, Parent and the Escrow Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of shares of Company Merger Stock, and from any cash dividends or other distributions that the holder is entitled to receive under Section 2.2(c), such amounts as the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of U.S. federal, state or local tax Law or any other non-U.S. tax Law or any other applicable requirement of Law. The Surviving Entity and Parent hereby agree to, and to use commercially reasonable efforts to cause the Exchange Agent and the Escrow Agent to, remit any such amounts to the appropriate Governmental Authority. To the extent that amounts are so withheld by the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent and remitted to the applicable Governmental Authority, such amounts withheld from the Merger Consideration and such other amounts payable under Section 2.2(c) shall be treated for all purposes of this Agreement as having been received by the holder of the shares of Company Merger Stock in respect of which such deduction and withholding was made by the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent. (h) Any amounts remaining portion of the certificates evidencing the Parent Class A Common Stock, Parent Common Stock, the cash to be paid in respect of fractional shares pursuant to Section 2.2(i), and the cash or other property in respect of dividends or other distributions pursuant to Section 2.2(c) supplied to the Exchange Agent which remains unclaimed by the holders of shares of Company Merger Stock for a period of time longer than twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged his shares immediately of Company Merger Stock for the applicable Merger Consideration in accordance with this Section 2.2 prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, of demand shall thereafter look only to the extent permitted by applicable Law, become the property Parent for delivery of the Surviving Entityapplicable Merger Consideration, free and clear payment of any claims cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or interest distributions with respect to Parent Class A Common Stock and Parent Common Stock to which they were entitled pursuant to Section 2.2(c), in each case, without interest. (i) No certificates representing a fractional share of Parent Class A Common Stock or Parent Common Stock shall be issued in exchange for shares of Company Merger Stock upon the surrender for exchange of a Company Certificate. In lieu of any such holdersfractional share, their successorseach holder of shares of Company Merger Stock who would otherwise have been entitled to a fraction of a share of Parent Class A Common Stock or Parent Common Stock upon surrender of Company Certificates for exchange (or in the case of a lost, assigns stolen or personal representatives previously destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.2(j)) shall be paid upon such surrender (and after taking into account and aggregating shares of Parent Class A Common Stock represented by all Company Certificates surrendered by such holder and separately taking into account and aggregating shares of Parent Common Stock represented by all Company Certificates surrendered by such holder) cash (without interest) in an amount equal to the product obtained by multiplying (a) the fractional share interest of Parent Class A Common Stock or Parent Common Stock, as applicable, to which such holder (after taking into account and aggregating all shares of Parent Class A Common Stock or Parent Common Stock, as applicable, represented by all Company Certificates surrendered by such holder) would otherwise be entitled thereto by (b) the Closing Market Price (it being understood that such Closing Market Price shall also be used with respect to any fractional share of Parent Class A Common Stock). In addition, in lieu of the release of any fractional Escrow Share pursuant to the Escrow Agreement, each holder of shares of Company Merger Stock who would otherwise have been entitled to a fraction of an Escrow Share (and after taking into account and aggregating any fractional Escrow Shares to which such holder would otherwise be entitled) shall be paid at such time as the fractional Escrow Share would otherwise have been released to such holder pursuant to the Escrow Agreement a cash payment (without interest) from Parent in an amount equal to the product obtained by multiplying (a) the fractional share interest of an Escrow Share (and after taking into account and aggregating any fractional Escrow Shares to which such holder would otherwise be entitled) to which such holder would otherwise be entitled by (b) the Closing Market Price. Upon payment by Parent for any fractional Escrow Share, such fractional Escrow Share shall be canceled and retired and shall cease to exist. (j) In the event any Company Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the applicable Merger Consideration and any dividends or other Persondistributions as may be required pursuant to this Article II in respect of the shares of Company Merger Stock represented by such lost, stolen or destroyed Company Certificates.

Exchange of Certificates. (a) Prior to the Effective TimeClosing, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated i) non-certificated shares of Parent Common Stock represented by a book entry will be issued), including issuable pursuant to Section 1.5; and (ii) cash sufficient to pay the aggregate Cash Consideration and make payments in lieu of fractional shares covered by in accordance with Section 3.1(c1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated Cash Consideration, non-certificated shares of Parent Common Stock represented by a in book entry will be issued)form, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective TimeCVRs, and any cash in lieu of any fractional shares payable in accordance with share of Parent Common Stock pursuant to Section 3.1(c1.5(c) and any dividends or other distributions pursuant to Section 1.7(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the amount of Cash Consideration, number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) and CVRs that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(c) and any dividends or other distributions pursuant to Section 1.7(c)). The ; and (B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive the Cash Consideration, shares of Parent Common Stock and CVRs (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(c)) as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the payment of the Cash Consideration, and issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form and CVRs, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity reasonable and customary indemnification obligation against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Share in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity for Parent for, and be entitled to receive from Parent, satisfaction of their claims for the Cash Consideration, Parent Common Stock or Stock, CVRs, cash in lieu of fractional shares of Parent Common Stock payable in accordance with pursuant to Section 3.1(c) 1.5(c), and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and Neither Parent nor the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), any CVRs or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior other Legal Requirement.” 2.3 Amendment to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property Section 5.3(c) of the Surviving Entity, free Merger Agreement. Section 5.3(c) of the Merger Agreement is hereby deleted and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.replaced in its entirety with the following:

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint a select The Bank of New York, Parent’s transfer agent or another bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At or promptly after the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, i) certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 1.5; and (or ii) cash sufficient to make appropriate alternative arrangements if uncertificated payments in lieu of fractional shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by in accordance with Section 3.1(c1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)Stock, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of any fractional shares payable in accordance with pursuant to Section 3.1(c1.5(d) and any dividends or other distributions pursuant to Section 1.7(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and 1.5, cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(d) and any dividends or other distributions pursuant to Section 1.7(c)). The ; and (B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or Book Entry Share Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock as contemplated by Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(d) and any dividends or other distributions pursuant to Section 1.7(c)) as contemplated by Section 3.1 and this Section 3.3). If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or and the Exchange Agent may Company reasonably agree to direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share Shares with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity for Parent for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock or Stock, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local foreign Tax Law or non-United States Tax Law law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and timely paid over to the appropriate Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (iii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to Parent, the Exchange Agent, Parent Agent or the Surviving EntityCorporation, as applicablethe case may be, followed by a sale shall promptly deliver the amounts so deducted or withheld to the applicable taxing or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientauthority. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory acceptable to the Company to act as exchange the paying agent in connection with the Merger (which will use a local Israeli nationally recognized sub-paying agent reasonably acceptable to the "Exchange Company (the “Israeli Paying Agent"”)) (the “Paying Agent”). Parent shall issue and cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after As of the Effective Time, certificates representing Alkaloida, TDC and SPH, in the shares pro rata proportions to their holdings of Parent Common Stock issuable share capital in the Company, shall have deposited or caused to be deposited with: (i) the Paying Agent, in trust for the benefit of the holders of Company Ordinary Shares (other than Excluded Ordinary Shares) immediately prior to the Effective Time, cash in an amount equal to the aggregate consideration payable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued1.6‎(a), including other than the shares covered by applicable portion thereof payable to holders of Company 102 Shares; and (ii) the Section 3.1(c)102 Trustee, the applicable portion of the aggregate consideration payable to holders of Company 102 Shares hereunder. The shares of Parent Common Stock cash amount so deposited with the Exchange Paying Agent are is referred to collectively as the "Exchange “Payment Fund."” (b) As soon as reasonably practicable after following the Effective Time, Parent, Alkaloida, TDC, SPH and the Parent shall Surviving Company will cause the Exchange Paying Agent to mail to the each holder of record holders of Company Common Stock Share Certificates: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and that the Company may reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Share Certificates shall be effected, and risk of loss and title to Company Share Certificates shall pass, only upon proper delivery of the such Company Stock Share Certificates to the Exchange Paying Agent); (ii) a request for a tax residency declaration (including any required supporting documents), a Valid Tax Certificate, a duly executed IRS Form W-9 or applicable IRS Form W-8, and any other information necessary for Parent, Alkaloida, TDC, SPH or the Israeli Paying Agent or, in to determine whether any amounts need to be withheld from the case of Book Entry Shares, upon adherence consideration payable to such Person pursuant to the procedures set forth terms of the Ordinance (in each case, to the letter extent required by and subject to the terms of transmittalthe Israeli Tax Ruling, if obtained), the Code or any other provision of U.S. state or local or non-U.S. applicable Legal Requirement; and (iiiii) instructions for use in effecting the surrender of such holder's Company Stock Share Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares the Merger Consideration pursuant to such letter of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entrytransmittal. Upon surrender of a Company Stock Share Certificate or Book Entry Share to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the Exchange Paying Agent, Alkaloida, TDC, SPH or Parent or upon receipt by the Paying Agent or Parentof an “agent’s message” in the case of book-entry shares of the Company other than the Excluded Ordinary Shares (“Book-Entry Shares”), (A) the holder of such Company Stock Share Certificate or Book and/or Book-Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration multiplied by the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock Company Ordinary Shares formerly represented by a book entrythe Company Share Certificate and/or Book-Entry Shares (less any applicable Tax withholding); and (B) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Share Certificate or Book and/or Book-Entry Share Shares so surrendered shall be canceled. If any cash is to be paid to a Person other than the Person in whose name the Company Share Certificate and/or Book-Entry Shares surrendered is registered, it shall be a condition of such payment that the Company Share Certificate and/or Book-Entry Shares so surrendered shall be (in the case of Company Share Certificates) properly endorsed (with such signature guarantees as may be required by the letter of transmittal) or otherwise in proper form for transfer, and that the Person requesting payment shall: (1) pay to the Paying Agent any transfer or other Taxes (including any withholding Tax obligation) required by reason of such payment to a Person other than the registered holder of the Company Share Certificate and/or Book-Entry Shares surrendered; or (2) establish to the full satisfaction of Parent, Alkaloida, TDC and SPH that such tax has been paid or is not required to be paid. The exchange procedures shall comply with such procedures as may be required by the Israeli Tax Ruling (as defined in Section ‎4.4‎(b)) if obtained, and shall permit Parent, Alkaloida, TDC and SPH (after consultation with the Company) to require holders of Company Ordinary Shares to provide any information as is reasonably needed to comply with the Israeli Tax Ruling (or such other forms or declaration as may be required under any applicable Tax law), all in accordance with the withholding rights pursuant to Section ‎1.9. Until surrendered as contemplated by this Section 3.31.8‎(b), each Company Stock Share Certificate or Book and/or Book-Entry Share Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu an amount equal to the Merger Consideration multiplied by the number of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated Company Ordinary Shares represented by Section 3.1 such Company Share Certificate and/or Book-Entry Shares, without interest thereon and this Section 3.3subject to withholding Tax. If any Company Stock Share Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Common StockMerger Consideration, require the owner of such lost, stolen, stolen or destroyed Company Stock Share Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Paying Agent, Parent, or Alkaloida, TDC, SPH, the Surviving Entity Company or any affiliated party with respect to such Company Stock Share Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Share Certificates or Book and/or Book-Entry Shares as of the date one year nine months after the Effective Time Closing Date shall be delivered by the Paying Agent to Parent Alkaloida, TDC or SPH (as shall be instructed by Parent) upon demand, and any holders of Company Stock Share Certificates or Book and/or Book-Entry Shares who have not theretofore surrendered their Company Stock Share Certificates or Book Entry Shares in accordance with this Section 3.3 ‎1.8 shall thereafter look only to the Surviving Entity Parent, Alkaloida, TDC or SPH for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and Merger Consideration, without any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (ed) Each None of the Exchange Paying Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheldAlkaloida, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange AgentTDC, Parent SPH or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Company shall be liable to any holder or former holder of shares of Company Common Stock Ordinary Shares or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly Merger Consideration delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed Legal Requirement. (e) Notwithstanding anything herein to the contrary, any Merger Consideration, payable in respect of Company 102 Shares shall be transferred to the Section 102 Trustee, for the benefit of the beneficial owners thereof, and be released by holders the Section 102 Trustee to the beneficial owners of any such shares immediately Company 102 Shares in accordance with the requirements of Section 102 of the Ordinance (including prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, Amendment No. 132 to the extent permitted by applicable LawOrdinance) and any ruling obtained from the ITA, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Personif obtained.

Exchange of Certificates. (a) Prior to Before the Effective Time, : (i) Parent shall appoint select a bank or trust company (reasonably satisfactory acceptable to the Company Company) to act as exchange agent in with respect to the payment of the Merger Consideration (the "“Exchange Agent"”). ; and (ii) Parent (or, as applicable, the Company) shall issue and cause to be deposited deposit with the Exchange Agent (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable Stock, the Aplindore Program Consideration (to the extent already received by the Company) in the event the Aplindore Program is sold by the Company at or before the Effective Time, the Real Estate Consideration (to the extent already received by the Company) in the event the Real Estate is sold by the Company at or before the Effective Time, sufficient to enable the Exchange Agent to make payments pursuant to Section 3.1 (2.06 and Section 2.09 to the holders of Outstanding Company Shares. After the Effective Time, Parent shall, if applicable, deposit with the Escrow Agent cash or securities for payment of any dividends or distributions sufficient to enable the Exchange Agent to make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by payments pursuant to Section 3.1(c)2.10. The shares of Parent Common Stock so Such cash amounts deposited with the Exchange Agent are referred shall, pending its disbursement to collectively as such holders, be invested by the "Exchange FundAgent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) money market funds investing solely in a combination of the foregoing. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent. Parent shall promptly replace any funds deposited with the Exchange Agent lost through any investment made pursuant to this paragraph." (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to each Person who was, immediately before the Effective Time, a holder of record holders of Company Common Stock (i) Shares a form of letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange 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 such holder's Company Stock Certificates and Book Entry representing such Company Shares in exchange for certificates representing payment therefor. Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)shall ensure that, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchangeof each such Company Stock Certificate, together with a duly properly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, the holder of such Company Stock Certificate or Book Entry Share (or, under the circumstances described in Section 2.08(f), the transferee of the Company Shares represented by such Company Stock Certificate) shall be entitled to promptly receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 Consideration (at which time such holder shall be entitled, subject to including the effect of applicable escheat law or similar Law, to receive all such dividends CVRs and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and including any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with to which such holder is entitled pursuant to Section 3.1(c2.09) and any dividends or other distributions with respect to Parent Common Stock, in each case without interest thereonwhich such holder is entitled pursuant to Section 2.10. (ec) Each On or after the sixth month anniversary of the Exchange AgentEffective Time, Parent, and Parent or the Surviving Entity Corporation shall be entitled to deduct cause the Exchange Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Exchange Agent which have not been disbursed to holders of Company Shares, and withhold from any thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation with respect to the consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder and issuable upon surrender of their Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be Shares. (id) paid over to the appropriate Governmental Authority by Neither the Exchange Agent, Parent or nor the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or Shares for any amount properly paid to a public official pursuant to any other Person with respect applicable abandoned property or escheat law. If any Company Stock Certificates shall not have been surrendered on the day immediately before the day that such property is required to be delivered to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of Legal Requirement, any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority Merger Consideration in respect thereof shall, to the extent permitted by applicable LawLegal Requirements, become the property of the Surviving EntityParent, free and clear of any all claims or interest of any such holders, their successors, assigns or personal representatives Person previously entitled thereto thereto. (e) If any Company Stock Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed in a form reasonably satisfactory to Parent (together with an indemnity in form reasonably satisfactory to Parent against any claim that may be made against the Exchange Agent or Parent or otherwise with respect to such certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the Exchange Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the Merger Consideration (including any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.09) and any dividends or other Persondistributions to which such holder is entitled pursuant to Section 2.10. (f) In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the Merger Consideration (including any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.09) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.10 may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Exchange Agent, accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (g) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Exchange Agent, incurred in connection with the exchange of the Company Shares. (h) Parent, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger or this Agreement to any holder of Company Shares, such amounts as Parent, the Surviving Corporation or the Exchange Agent are required to deduct and withhold under the Code with respect to the making of such payment. To the extent that amounts are so withheld and paid over to the appropriate Tax authority or other Governmental Entity by Parent, the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares, in respect of whom such deduction and withholding was made by Parent, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Prior to the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated i) non-certificated shares of Parent Common Stock represented by a book entry will be issued), including the issuable pursuant to Section 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares covered by in accordance with Section 3.1(c1.5(e). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to will mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated non-certificated shares of Parent Common Stock represented by a in book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryform. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(e) and any dividends or other distributions pursuant to Section 1.7(c)). The ; and (B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock) as contemplated by Section 3.1 1.5 and this any dividends or other distributions pursuant to Section 3.31.7(c). If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver post a bond (bond, in such sum reasonable and customary amount as Parent or the Exchange Agent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Share in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or Stock, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly required to be delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Prior to the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated i) non-certificated shares of Parent Common Stock represented by a book entry will be issued), including the issuable pursuant to Section 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares covered by in accordance with Section 3.1(c1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "Exchange Fund." (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to will mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated non-certificated shares of Parent Common Stock represented by a in book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryform. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c1.5(d) and any dividends or other distributions pursuant to Section 1.7(c)). The ; and (B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock) as contemplated by Section 3.1 1.5 and this any dividends or other distributions pursuant to Section 3.31.7(c). If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver post a bond (bond, in such sum reasonable and customary amount as Parent or the Exchange Agent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Share in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or Stock, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to shares of Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly required to be delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior On the third Business Day following the Satisfaction Date, Parent shall make available, by transferring to the Paying Agent the Company Equity Consideration (other than the Founder Amalgamation Stock Consideration) and the Aggregate Redemption Amount (such aggregate cash amount, the “Paying Agent Fund”). If the Satisfaction Date occurs prior to April 1, 2014, the calculation of the amount of the Paying Agent Fund shall be based on the Company’s reasonable estimate of the Company Equity Consideration and Aggregate Redemption Amount assuming a Closing Date of April 1, 2014; and if, on the Closing Date, the final calculation of the Paying Agent Fund is greater than the amount originally transferred to the Paying Agent, Parent shall transfer such difference to the Paying Agent immediately prior to the Effective Time, or if the final calculation of the Paying Agent Fund is less than the amount originally transferred to the Paying Agent, Parent and the Securityholders’ Representative shall deliver joint written instructions to the Paying Agent instructing the Paying Agent to transfer such difference to the Parent immediately prior to the Effective Time. The Paying Agent shall hold the Paying Agent Fund in a non-interest-bearing account and deliver such funds in accordance with the terms hereof and the terms of a Paying Agency Agreement to be entered into by and among the Paying Agent, Parent and the Securityholders’ Representative (the “Paying Agency Agreement”). Immediately prior to the Effective Time, Parent and Securityholders’ Representative shall appoint a bank or trust company reasonably satisfactory deliver joint written instructions to the Paying Agent instructing the Paying Agent to. subject to and pursuant to Section 3.6(c), deliver the Paying Agent Fund to the applicable Company Securityholders in accordance with the terms of this Agreement (provided, however, in lieu of instructing the Paying Agent to act as exchange agent pay the amounts required to be paid to holders of In-the-Money Company Options and Company RSUs pursuant to Section 3.1(b)(i) and Section 3.1(c), respectively, Parent and Securityholders’ Representative shall jointly instruct the Paying Agent to fund such amount to the Amalgamated Company or any of its Subsidiaries or designees at the Closing for payment of such amount to be made by the Amalgamated Company or such Subsidiaries or designees promptly following the Closing, but in no event shall such payment be made to holders of In-the-Money Company Options and Company RSUs later than the Merger (first regularly scheduled payroll following the "Exchange date such payment is received by the Amalgamated Company or such Subsidiaries or designees from the Paying Agent"). All fees and expenses of the Paying Agent shall be shared equally by Parent shall issue and cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after Company. At the Effective Time, certificates representing Parent shall deliver to the Founders the applicable Founder Amalgamation Stock Consideration through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Founders to Parent prior to the Closing Date; provided that the Founder Amalgamation Stock Consideration that is in the form of Parent Common Series B Non-Voting Preferred Stock issuable pursuant shall be transferred to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares First Reserve at the Effective Time via physical delivery of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fundshare certificates." (b) As soon as practicable after Subject to receipt by the Paying Agent and Parent of sufficient information from the Company to satisfy such obligations, the Paying Agent shall promptly mail or cause to be mailed to each record holder (other than the Company) of a certificate or certificates which, immediately prior to the Effective Time, represented issued and outstanding Company Capital Shares except for shares to be cancelled pursuant to Section 3.1(a)(iii) and Section 3.4 (the Parent shall cause “Share Certificates”), and to each holder of an agreement evidencing any In-the-Money Company Options (including the Exchange Agent to mail to relevant grant notices), Company RSUs (including the record holders of relevant grant notices) or Company Common Stock Warrants (i) collectively, the “Share Agreements”), a form letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming specifying that delivery shall be effected, and risk of loss and title to the Share Certificates and Share Agreements shall pass, only upon proper delivery of the Company Stock Share Certificates and Share Agreements to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal)Paying Agent, and (ii) instructions for use in effecting the surrender of such holder's Company Stock the Share Certificates and Book Entry Shares the Share Agreements in exchange for certificates representing Parent Common Stock payment therefor. (c) At or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, each holder of a Share Certificate, and each holder of a Share Agreement, in each case outstanding immediately prior to the Effective Time, may surrender such Share Certificate or Share Agreement to the Paying Agent, and, subject to the provisions of this Section 3.6 and Section 3.9, the Paying Agent shall promptly deliver or cause to be delivered to such holder a check or wire transfer in an amount equal to the amount to which such holder is entitled pursuant to Section 3.1, except to the extent the Amalgamated Company or any cash in lieu of fractional shares payable in accordance with its Subsidiaries or designees will pay such amounts directly to holders of In-the-Money Options and Company RSUs as contemplated by Section 3.1(c3.6(a). Exchange of any Book Entry Shares shall be effected in accordance with Notwithstanding the Exchange Agent's customary procedures foregoing, with respect to securities represented any Unvested Company RSUs, the Amalgamated Company shall provide to each holder thereof an award representing the right to receive the cash payment contemplated by book entrySection 3.1(b)(ii) rather than any cash payment provided for in the prior sentence. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, In no event shall the holder of any such Company Stock Certificate surrendered Share Certificates or Book Entry Share shall Agreements be entitled to receive interest on any of the funds to be received in exchange therefor a certificate representing the number Amalgamation. (d) Until so surrendered, each outstanding Share Certificate and each outstanding Share Agreement, in each case immediately prior to the Effective Time, shall not be transferable on the books of whole shares of the Amalgamated Company or Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) after the Effective Time, but shall be deemed for all purposes to evidence only the right to receive the applicable consideration set forth in Section 3.1 that such holder has the right holders are entitled to receive pursuant to the provisions terms of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock CertificateAgreement. (ce) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid entitled to have remitted to it from the holder of any unsurrendered Company Stock Certificate or Book Entry Share consideration deposited with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Paying Agent in accordance with this Section 3.3 3.6 an amount equal to the aggregate Founder Per Share Amalgamation Closing Consideration or Management Per Share Amalgamation Closing Consideration (at as applicable) otherwise payable to any Dissenting Shareholder pursuant to this Agreement in respect of such Dissenting Shareholder’s Dissenting Shares; provided, however, that Parent shall transfer to the Paying Agent an amount equal to the aggregate Founder Per Share Amalgamation Closing Consideration or Management Per Share Amalgamation Closing Consideration (as applicable) payable to any Dissenting Shareholder pursuant to this Agreement in respect of such Dissenting Shareholder’s Company Capital Shares that no longer constitute Dissenting Shares, which time such holder consideration shall be entitled, subject paid to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares Dissenting Shareholder in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonAgreement. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior On or prior to the Effective TimeClosing Date, Parent shall appoint a bank ▇▇▇▇▇ Fargo Shareowner Services or trust company another institution reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent for the benefit of the holders of Company Common Stock: (by instruction i) subject to Parent's transfer agent), promptly after the Effective TimeSections 1.5(c) and 1.8, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 1.5; and (or ii) subject to Sections 1.5(c) and 1.8, cash sufficient to make appropriate alternative arrangements if uncertificated shares payments of Parent Common Stock represented by a book entry will the cash consideration payable pursuant to Section 1.5 (including payments to be issued), including the shares covered by Section 3.1(cmade in lieu of fractional shares). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to the Persons who were record holders of Company Common Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent: (A) subject to Section 1.5(c), the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) and the cash consideration that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5; and (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The B) the Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) Merger Consideration as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably directcustomary amount) as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in pursuant to the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat law or similar Lawlaws, to receive receive: (i) on the date of such surrender, all such dividends and distributionsdistributions having a payment date prior to the date of such surrender, without interest; and (ii) on the payment date thereof, all such dividends and distributions having a payment date after the date of such surrender, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after first anniversary of the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) Merger Consideration and any dividends or distributions with respect to shares of Parent Common Stock, Stock included in each case without interest thereonthe Merger Consideration. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Equity Award such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock Merger Consideration (or dividends or distributions with respect thereto), or for any cash amounts, properly to shares of Parent Common Stock included in such Merger Consideration) delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint select a bank or reputable bank, trust company reasonably satisfactory to the Company or agent to act as exchange paying agent in the Merger that is reasonably acceptable to the Company (the "Exchange “Paying Agent"”). The Paying Agent agreement pursuant to which Parent shall issue appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior to the Effective Time, subject to Section 1.8, Parent shall cause to be deposited with the Exchange Paying Agent cash sufficient to make payments of the Merger Consideration payable pursuant to Section 1.5 (other than payments of any Restricted Share Merger Consideration with respect to which there is a Tax withholding obligation) (such deposits, collectively, the “Payment Fund”). The Payment Fund shall be invested by instruction the Paying Agent as directed by Parent; provided, however, that any such investments shall be in short-term liquid obligations of the United States or guaranteed by the United States and backed by the full faith and credit of the United States. Any earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Company Common Stock. No investment of the Payment Fund shall relieve Parent's transfer agent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Section 1, and following any losses from any such investment, Parent shall promptly provide additional cash funds to the Paying Agent to the extent and in the amount necessary to satisfy Parent and the Surviving Corporation’s payment obligations under this Section 1, which additional funds will be deemed to be part of the Payment Fund. Following the Effective Time, Parent shall retain cash sufficient to make, or cause to be made, payments of the Restricted Share Merger Consideration payable pursuant to Section 1.5(b) with respect to which there is a Tax withholding obligation in accordance with Section 1.7(g), promptly . (b) Promptly after the Effective Time, certificates representing but in no event later than five Business Days following the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective TimeClosing Date, the Parent shall cause the Exchange Paying Agent to will mail to the Persons who were record holders of Company Common Stock Certificates or Uncertificated Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may and the Company shall reasonably agree to specify (including a provision confirming that delivery of Company Stock Certificates or transfer of Uncertificated Shares shall be effected, and risk of loss and title to Company Stock Certificates or Uncertificated Shares shall pass, only upon proper delivery of the such Company Stock Certificates or transfer of the Uncertificated Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalPaying Agent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry or transfer of Uncertificated Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Paying Agent for exchangeexchange (or compliance with the reasonable procedures established by the Paying Agent for transfer of Uncertificated Shares), together with the delivery of a duly executed letter of transmittal and such other documents as may be reasonably and customarily required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Uncertificated Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) cash consideration that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash 1.5, in lieu full satisfaction of any fractional share all rights pertaining to the shares of Parent Company Common Stock payable in accordance with Section 3.1(c)). The formerly represented by such Company Stock Certificate or Book Entry Share Uncertificated Shares; and (B) the Company Stock Certificate or Uncertificated Shares so surrendered or transferred shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate formerly representing such shares or Uncertificated Shares is registered if: (1) any such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer; and (2) such holder shall have paid any fiduciary or surety bonds and any transfer or other similar Taxes required by reason of the payment of such Merger Consideration to a Person other than such holder (or shall have established to the reasonable satisfaction of Parent that such bonds and Taxes have been paid or are not applicable). Until surrendered or transferred as contemplated by this Section 3.31.7(b), each Company Stock Certificate or Book Entry and each Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) Merger Consideration as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance payment of any certificate representing Parent Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) a reasonable and customary amount as indemnity against any claim that may be made against the Exchange Paying Agent, Parent, Merger Sub or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) . No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time interest shall be paid to the holder of or will accrue on any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed Consideration payable to holders of Company Stock Certificates or Book Entry Shares in respect of Uncertificated Shares. (c) Any portion of the Payment Fund that remains undistributed to former holders of shares of Company Common Stock as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered by the Paying Agent to Parent upon demand, and any former holders of shares of Company Common Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates Certificates, or Book Entry Shares complied with the procedures established by the Paying Agent for transfer of Uncertificated Shares, in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonMerger Consideration. (ed) Each of the Exchange Paying Agent, Parent, Merger Sub and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or holder of any Company Restricted Stock such amounts as are required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States foreign Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheldwithheld and remitted to the appropriate Taxing Authority, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided. (e) If any Company Stock Certificate has not been surrendered, that or any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having Uncertificated Share has not been transferred transferred, by the day immediately prior to the Person entitled date on which the cash amount that such Company Stock Certificate or Uncertificated Share represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such payment pursuant to this clause (ii) and then as having been transferred cash amount shall, to the Exchange Agentextent permitted by applicable Laws, Parent or become the property of the Surviving EntityCorporation, as applicable, followed by a sale free and clear of any claim or other disposition interest of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientany Person previously entitled thereto. (f) None of Parent, Merger Sub, the Company, the Surviving Entity Corporation or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Paying Agent shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, Merger Consideration properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior . (g) Promptly after the Effective Time, but in no event later than 15 Business Days following the Closing Date, Parent shall cause to be paid, through Parent’s or the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shallSurviving Corporation’s standard payroll practices, to each holder of a share of Company Restricted Stock with respect to which there is a Tax withholding obligation, the extent permitted by applicable LawRestricted Share Merger Consideration, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Personwithout interest.

Exchange of Certificates. (a) At or prior to the Effective Time, Parent shall authorize the issuance of and shall make available to Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”), for the benefit of the holders of Company Stock Certificates for exchange in accordance with this ARTICLE I, a sufficient number of shares of Parent Common Stock, to be issued by book-entry transfer, for payment of the Parent Stock Consideration pursuant to Section 1.4(a)(ii), and (ii) sufficient cash for payment of cash in lieu of any fractional shares of Parent Common Stock in accordance with Section 1.7 Such amount of cash and shares of Parent Common Stock, plus the amount of Cash Consideration payable to the shareholders of the Company pursuant to Section 1.4(a)(i), together with any dividends or distributions with respect thereto paid after the Effective Time, are referred to as the “Conversion Fund”. Parent shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to the record holders of Company Common Stock (i) each Seller a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery “Letter of Transmittal”). Each Seller shall be effected, and risk of loss and title shall pass, only upon proper delivery of the properly surrender its respective Company Stock Certificates for exchange to the Exchange 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 such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a properly completed Letter of Transmittal, duly executed letter by such Seller (a copy of transmittal which will also be provided to Parent), and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor Cash Consideration and/or Parent Stock Consideration deliverable in respect of the shares of Company Common Stock represented by such Company Stock Certificate. At the Effective Time, such Company Stock Certificate shall forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration deliverable upon surrender of a certificate representing Company Stock Certificate. If a Seller properly surrenders its respective Company Stock Certificates for exchange to the number Exchange Agent, together with a properly completed Letter of whole Transmittal, duly executed by such Seller (a copy of which has also been provided to Parent), at least ten Business Days prior to the Closing Date, Parent shall pay to such Seller the Cash Consideration portion of the Merger Consideration on the Closing Date, and the book-entry transfers for the shares of Common Stock included in the Parent Stock Consideration issued to the Sellers shall be effective on the Closing Date. (c) Parent shall instruct the Exchange Agent to identify the shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive issued pursuant to Section 1.4 with a legend substantially in the provisions form of Section 3.1 the following: “RESTRICTED SECURITIES THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND WHICH MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.” (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after d) After the Effective Time, to represent only there shall be no transfers on the right to receive stock transfer books of the Company of the shares of Parent Company Common Stock (that were issued and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent outstanding immediately prior to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock CertificateEffective Time. (ce) No dividends or other distributions declared or made with respect to Parent Common Stock with a and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate until the holder thereof shall surrender such Company Stock Certificate in accordance with this ARTICLE I. Promptly after the surrender of a Company Stock Certificate in accordance with this ARTICLE I, the record holder thereof shall be entitled to receive any such dividends or Book Entry Share other distributions, without interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 1.4. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Parent Common Stock that into which such holder has the right to receive in the Merger until such holder surrenders such holder’s Company Common Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest)have been converted. (df) Any portion of the Conversion Fund held by the Exchange Fund or the Fractional Shares Trust Agent that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as unclaimed by the shareholders of the date one year Company twelve months after the Effective Time shall be delivered paid to Parent upon demandthe Surviving Company, and any holders or its successors in interest. Any shareholders of the Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance complied with this Section 3.3 ARTICLE I shall thereafter look only to the Surviving Entity Company, or its successors in interest, for satisfaction the issuance of their claims for the Cash Consideration, the payment of the Parent Common Stock or Consideration and the payment of cash in lieu of any fractional shares deliverable in respect of Parent such shareholders’ shares of Company Common Stock payable in accordance with Section 3.1(c) Stock, as well as any accrued and any unpaid dividends or distributions with respect to on such Parent Common StockStock Consideration. Notwithstanding the foregoing, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None none of Parent, Merger Sub, the Surviving Company, the Surviving Entity or the Exchange Agent, Agent or any employee, officer, director, agent or Affiliate of any of them, other Person shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly amount delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed laws. (g) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by holders the person claiming such Company Stock Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this ARTICLE I, the Cash Consideration or the Parent Stock Consideration and cash in lieu of any such fractional shares immediately prior deliverable in respect thereof pursuant to the time at which such amounts would otherwise escheat tothis Agreement, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Personas applicable.

Exchange of Certificates. (a) Prior to the Effective TimeClosing, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Agent (by instruction cash sufficient to Parent's transfer agent), promptly after make payments of the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Cash Consideration in accordance with Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c1.8(a)(iii). The shares of Parent Common Stock cash amount so deposited with the Exchange Agent are is referred to collectively as the "“Exchange Fund." ” (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryConsideration. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) Exchange Fund to such holder the Consideration that such holder has the right to receive pursuant to the provisions of Section 3.1 1.8; and (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.10(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) the Consideration as contemplated by Section 3.1 and this Section 3.31.8. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common StockConsideration, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity reasonable and customary indemnification obligation against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.7

Exchange of Certificates. (aA) On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as the paying agent in connection with the Merger (the "Paying Agent"). Prior to or at the Closing, Parent shall deposit with the Paying Agent, in trust for the benefit of the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory cash in an amount equal to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable aggregate consideration payable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c1.5(a)(iii). The shares of Parent Common Stock cash amount so deposited with the Exchange Paying Agent are is referred to collectively as the "Exchange Payment Fund." (bB) As soon as practicable after following the Effective Time, the Parent shall cause the Exchange Paying Agent to will mail to the Persons who were record holders of Company Common Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalPaying Agent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration multiplied by the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Company Common Stock represented by a book entrythe Company Stock Certificate; and (B) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. If any cash is to be paid to a Person other than the record holder of a Company Stock Certificate, it shall be a condition of such payment that the Company Stock Certificate so surrendered shall be properly endorsed (with such signature guarantees as may be required by the letter of transmittal) or otherwise in proper form for transfer, and that the Person requesting payment shall: (1) pay to the Paying Agent any transfer or other Taxes required by reason of such payment to a Person other than the record holder of the Company Stock Certificate surrendered; or (2) establish to the satisfaction of Parent that such Tax has been paid or is not required to be paid. Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive cash in an amount equal to the Merger Consideration multiplied by the number of shares of Parent Company Common Stock (and cash in lieu of any fractional share of Parent Common represented by such Company Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3Certificate, without interest thereon. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Common StockMerger Consideration, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (bond, in such sum as Parent or the Exchange Agent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Paying Agent, Parent, or the Surviving Entity Corporation or any affiliated party with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (dC) Any portion of the Exchange Payment Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year 180 days after the Effective Time Closing Date shall be delivered by the Paying Agent to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and Merger Consideration, without any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (eD) Each of the Exchange Paying Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as are Parent determines in good faith may be required to be deducted or withheld therefrom under the Code Code, or under any provision of United States state or state, local Tax Law or non-United States U.S. Tax Law law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (fE) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly Merger Consideration delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Parent shall issue and cause to be deposited with the Exchange Agent Within one (by instruction to Parent's transfer agent), promptly 1) business day after the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 3.1 1, and (or ii) cash sufficient to make appropriate alternative arrangements if uncertificated payments in lieu of fractional shares in accordance with Section 1.5(c) (such cash and shares of Parent Common Stock represented by a book entry will be issued)Stock, including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited together with the Exchange Agent are any dividends or distributions with respect thereto, being referred to collectively as the "“Exchange Fund”)." (b) As soon as practicable after the Effective Time, the Parent shall use its commercially reasonable best efforts to cause the Exchange Agent to mail mail, as soon as reasonably practicable after the Effective Time (but in any event within one (1) business day after the Effective Time), to the record holders of Company Common Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock Merger Consideration, and (or uncertificated shares of Parent Common Stock represented by a book entryB) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 3.31.7, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (the Merger Consideration and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and, in the case of loss and any shareholder of the Company holding at least 1,000 shares of Company Common Stock to deliver a bond (in such reasonable sum as Parent or the Exchange Agent may reasonably direct) ), as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate, and, in such case, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the Merger Consideration. Parent shall use commercially reasonable best efforts to cause the Exchange Agent to issue shares of Parent Common Stock to the Company shareholders of record within three (3) business days after each such shareholder surrenders their Company Stock Certificate(s) and/or a duly executed letter of transmittal to the Exchange Agent. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar LawLegal Requirements, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one (1) year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares to the Exchange Agent in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent the Merger Consideration to which such holder is entitled pursuant hereto, provided, however, that the failure of any Company shareholder to deliver its Company Stock Certificates and/or a duly executed letter of transmittal to the Exchange Agent within such year period shall in no way affect such Company shareholder’s right to receive Merger Consideration in exchange for such Company Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonhereunder. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to in compliance with any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Parent shall issue and cause to be deposited with the Exchange Agent Within two (by instruction to Parent's transfer agent), promptly 2) business days after the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 3.1 1, and (or ii) cash sufficient to make appropriate alternative arrangements if uncertificated payments in lieu of fractional shares in accordance with Section 1.5(c) (such cash and shares of Parent Common Stock represented by a book entry will be issued)Stock, including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited together with the Exchange Agent are any dividends or distributions with respect thereto, being referred to collectively as the "“Exchange Fund”)." (b) As soon as reasonably practicable after the Effective Time, the Parent shall cause the Exchange Agent to will mail to the record holders of Company Common Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock Merger Consideration, and (or uncertificated shares of Parent Common Stock represented by a book entryB) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 3.31.7, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (the Merger Consideration and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such reasonable sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in pursuant to the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest)1.7. (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one (1) year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares to the Exchange Agent in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect the Merger Consideration to Parent Common Stock, in each case without interest thereonwhich such holder is entitled pursuant hereto. (e) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to in compliance with any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Agent to (as defined below) shall mail to the each holder of record holders of Company Common Stock immediately prior to the Effective Time (other than Excluded Shares) (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (the “Company Letter of Transmittal”) (which shall specify (including a provision confirming that delivery shall be effected, and risk of loss and title to the Company certificates representing shares of the Company Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Company Stock such Certificates to the Exchange Agent or, and shall be in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), such form and have such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting thesurrender of the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made the Merger Consideration with respect to Parent the shares of Company Common Stock formerly represented thereby. (b) Prior to or contemporaneously with a record date after the Effective Time, and any subject to Section 4.5, Parent shall cause to be deposited with the party specified by Parent as the exchange agent (the “Exchange Agent”) amounts sufficient in the aggregate to provide all funds necessary for the Exchange Agent to make payments pursuant to Section 2.1(a)(i) hereof to holders of Company Common Stock issued and outstanding immediately prior to the Effective Time who are to receive theMerger Consideration. Any interest, dividends, or other income earned on the investment of cash in lieu of fractional shares payable deposited by Parent with the Exchange Agent in accordance with this Section 3.1(c). Exchange of any Book Entry Shares 2.2(b) shall be effected for the account of and payable to Parent. Prior to the Effective Time, the Company shall transfer to the Exchange Agent cash in the amount of $165 million to be held by the Exchange Agent for the account of the Company but to be transferred to the Exchange Agent as part of the Merger Consideration at the Effective Time (c) Upon surrender to the Exchange Agent of Certificates, together with the Company Letter of Transmittal, duly executed and completed in accordance with the Exchange Agent's customary procedures with respect instructions thereto, and only upon such surrender, the holder of such Certificate shall be entitled to securities represented receive, in exchange therefor, and Parent shall promptly cause to be delivered by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent to such holder, a check in the amount to which such holder is entitled, after giving effect to any required tax withholdings. The Certificates surrendered pursuant to this Section 2.2(c)shall forthwith be cancelled. If any Certificate shall have been lost, stolen,mislaid or destroyed, then upon receipt of an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed and alost certificate indemnity, the Exchange Agent shall issue to such holder theMerger Consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. (d) No interest will be paid or will accrue on the amount payable upon the surrender of any Certificate. If payment is to be made to a person other than the registered holder of the Certificate surrendered, it shall be a condition ofsuch payment that the Certificate so surrendered shall be properly endorsed andotherwise in proper form for exchangetransfer, together with a duly executed letter of transmittal and such other documents as may be reasonably required determined by the Exchange Agent or Parent, 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 such Company Stock the Certificate surrendered or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant establish to the provisions satisfaction of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of that such lost, stolen, tax has been paid or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond is not payable. One hundred eighty (in such sum as Parent or the Exchange Agent may reasonably direct180) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after days following the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Time, Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by cause the Exchange Agent, Parent or the Surviving Entity, as applicable, and (iiAgent to deliver to it any funds(including any interest received with respect thereto) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred made available to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf Agent which have not been disbursed to holders of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of Certificates formerly representing shares of Company Common Stock or outstanding on the Effective Time, and thereafter such holders shall be entitled to any other Person look to the Parent only as general creditors thereof with respect to any shares cash payable upon due surrender of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawtheir Certificates. Any amounts remaining unclaimed by the holders of any such shares Company Common Stock five (5) business days immediately prior to such time the time at which such amounts would otherwise escheat to, to or become property of, of any Governmental Authority shallEntity shall become, to the extent permitted by applicable Lawlaw, become the property of the Surviving Entity, Parent free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives person previously entitled thereto thereto. (e) In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be paid or issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantees or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other Persontaxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. (f) The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registrations of transfers of shares of Company Common Stock thereafter on the records of the Company.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint a select American Stock Transfer & Trust Company, LLC, Parent’s transfer agent or another bank or trust company reasonably satisfactory to the Company TriQuint and RFMD to act as exchange agent in the Merger Mergers (the "“Exchange Agent"”). . (i) Promptly after the Initial Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent Agent: (by instruction A) subject to Parent's transfer agent), promptly after the Effective TimeSection 2.7, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 2.2; and (or B) cash sufficient to make appropriate alternative arrangements if uncertificated payments in lieu of fractional shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by in accordance with Section 3.1(c)2.8. The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the "“TriQuint Exchange Fund."” (bii) As soon as practicable Promptly after the Effective Time, Parent shall cause to be deposited with the Exchange Agent: (A) subject to Section 2.7, certificates representing the shares of Parent Common Stock issuable pursuant to Section 2.1; and (B) cash sufficient to make payments in lieu of fractional shares in accordance with Section 2.8. The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the “RFMD Exchange Fund” (and, together with the TriQuint Exchange Fund, the “Exchange Funds”). (i) Promptly after the Initial Effective Time, Parent shall cause the Exchange Agent to mail to the Persons who were record holders of Company Common TriQuint Stock Certificates or TriQuint Book Entry Shares immediately prior to the Initial Effective Time: (iA) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and TriQuint shall reasonably approve prior to the Initial Effective Time (including a provision confirming that delivery of TriQuint Stock Certificates or TriQuint Book Entry Shares shall be effected, and risk of loss and title to TriQuint Stock Certificates or TriQuint Book Entry Shares shall pass, only upon proper delivery of the Company such TriQuint Stock Certificates or TriQuint Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalAgent), ; and (iiB) instructions for use in effecting the surrender of such holder's Company TriQuint Stock Certificates and or TriQuint Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)Stock, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of any fractional shares payable in accordance with pursuant to Section 3.1(c2.8 and any dividends or other distributions pursuant to Section 2.10(c)(i). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company TriQuint Stock Certificate or TriQuint Book Entry Share Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1) the holder of such Company TriQuint Stock Certificate or TriQuint Book Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 2.2 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with pursuant to Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from 2.8 and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, Section 2.10(c)(ii)); and (ii2) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.TriQuint

Exchange of Certificates. (a) Prior to the Effective TimeClosing, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange paying agent in the Merger (the "Exchange “Paying Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Paying Agent relating to the services to be performed by the Paying Agent. Parent shall issue and deposit, or shall cause to be deposited, on behalf of Purchaser, with the Paying Agent, substantially concurrent with the Effective Time, all of the funds necessary to make payments of the Cash Consideration in accordance with Section 1.8(a)(iii). The cash amount so deposited with the Exchange Paying Agent is referred to as the “Payment Fund.” The Payment Fund may be invested by the Paying Agent as directed by Parent or the Surviving Corporation. (by instruction to Parent's transfer agent), promptly b) Promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Paying Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalPaying Agent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryOffer Price. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Paying Agent shall (and Parent shall cause the Paying Agent to) in exchange therefor a certificate representing transfer from the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) Payment Fund to such holder the Offer Price that such holder has the right to receive pursuant to the provisions of Section 3.1 1.8; and (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.10(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) the Offer Price as contemplated by Section 3.1 and this Section 3.31.8. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common StockOffer Price, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity reasonable and customary indemnification obligation against any claim that may be made against the Exchange Paying Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.10 shall thereafter look only to the Surviving Entity for Parent for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock payment of the Offer Price (subject to abandoned property, escheat or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stockother similar laws), in each case without interest thereoninterest. (ed) Each of the Exchange Agent, Parent, and Neither Parent nor the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), the Offer Price or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to Exchange Agent. Promptly following the Effective Time, (i) Parent shall appoint issue to and deposit with the ADR Depositary, for the benefit of the holders of shares of Company Common Stock converted into the ADS Consideration in accordance with Section 2.01(c), Parent Ordinary Shares in an amount sufficient to permit the ADR Depositary to issue Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 2.01(c) and (ii) Parent shall, for the benefit of the holders of the shares of Company Common Stock converted into Merger Ordinary Shares in the Merger, make available to the Surviving Corporation for deposit with a bank or trust company designated before the Closing Date by Parent and reasonably satisfactory acceptable to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited with the Exchange Agent , (by instruction to Parent's transfer agent), promptly after the Effective Time, A) certificates representing the shares number of Parent Common Stock duly authorized whole Merger Ordinary Shares issuable pursuant to in accordance with Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to the record holders of Company Common Stock (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal2.01(c), and (iiB) instructions for use in effecting an amount of cash equal to the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash aggregate amount payable in lieu of fractional shares payable Parent ADSs and Merger Ordinary Shares in accordance with Section 3.1(c). Exchange of any Book Entry 2.03(e) (such cash, certificates representing Merger Ordinary Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchangeand Parent ADRs representing Parent ADSs, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect thereto being hereinafter referred to as the "Exchange Fund"), to be held for the benefit of and distributed to the holders of Converted Shares in accordance with this Section. The Exchange Agent shall agree to hold such Merger Ordinary Shares and funds for delivery as contemplated by this Section and upon such additional terms as may be agreed upon by the Exchange Agent, the Company and Parent. Parent Common Stock, in each case without interest thereon. (e) Each shall cause the ADR Depositary to issue through and upon the instructions of the Exchange Agent, Parent, and for the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder benefit of the holders of shares of the Company Common Stock such amounts as are required converted into the ADS Consideration in accordance with Section 2.01(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 2.01(c). Neither Parent, Parent's affiliates nor holders of Converted Shares shall be deducted or withheld therefrom under responsible for any stamp duty reserve tax payable in connection with the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable LawADS Consideration. The right to deduct and withhold Exchange Agent shall invest any consideration shall include cash included in the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority Exchange Fund as directed by the Exchange Agent, Parent or the Surviving Entity, as applicable, Corporation on a daily basis. Any interest and (ii) treated for all purposes under this Agreement as having been other income resulting from such investments shall promptly be paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientCorporation. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) On or prior to the Closing Date, Parent shall select Computershare Trust Company, N.A. or another reputable bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) and, in connection therewith, shall enter into an agreement with the Paying Agent in a form reasonably acceptable to the Company. Prior to the Effective Time, Parent shall appoint a bank deposit, or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited deposited, with the Exchange Paying Agent (by instruction cash sufficient to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable make all payments pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c1.5(a)(iii). The shares Surviving Corporation shall be responsible for all expenses of Parent Common Stock the Paying Agent. The cash amounts so deposited with the Exchange Paying Agent are referred to collectively as the "“Exchange Fund."” (b) As soon promptly as practicable (but in no event later than three Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Share, in each case, which Shares were converted into the record holders of Company Common Stock right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably form, which shall specify (including a provision confirming that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent orPaying Agent, or in the case of Book Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and ; and (ii) instructions for use in effecting the surrender of such holder's the Company Stock Certificates and Book or Book-Entry Shares in exchange for certificates representing Parent Common payment of the Per Share Merger Consideration. (c) Upon the surrender of Company Stock (Certificates or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect Book-Entry Shares for cancellation to Parent Common Stock with a record date after the Effective TimePaying Agent, and any cash upon delivery of a letter of transmittal, duly executed and in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected proper form in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchangeinstructions thereto, together with a duly executed letter of transmittal and such any other documents as may be reasonably required by the Exchange Agent Paying Agent, with respect to such Company Stock Certificates or ParentBook-Entry Shares, the holder of such Company Stock Certificate Certificates or Book Book-Entry Share Shares shall be entitled to receive in exchange therefor a certificate representing the number Per Share Merger Table of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock Contents Consideration for each Share formerly represented by such Company Stock Certificates or Book-Entry Shares. Any Company Stock Certificates so surrendered shall forthwith be cancelled. If payment of the Per Share Merger Consideration is to be made to a book entry) that such holder has Person other than the right to receive pursuant to the provisions of Section 3.1 (and cash Person in lieu of whose name any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The surrendered Company Stock Certificate or Book Book-Entry Share is registered, it shall be a condition precedent of payment that the Company Stock Certificate or Book-Entry Share so surrendered shall be canceledproperly endorsed or shall be otherwise in proper form for transfer and shall be accompanied by all documents reasonably required to evidence and effect such transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Company Stock Certificate or Book-Entry Share so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Until surrendered as contemplated by this Section 3.3hereby, each Company Stock Certificate or Book Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Agreement. (d) Until surrendered in accordance with Section 1.8(c), each Company Stock Certificate and each Book-Entry Share in respect of Shares converted into the right to receive Per Share Merger Consideration pursuant to Section 1.5(a)(iii) shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (the Per Share Merger Consideration. The Per Share Merger Consideration paid and cash in lieu issued upon the surrender of any fractional share of Parent Common Company Stock payable Certificate or Book-Entry Share in accordance with Section 3.1(c)) as contemplated by Section 3.1 and the terms of this Section 3.3. If 1.8 shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Stock Certificate or Book-Entry Share and, in the case of a Company Stock Certificate, the Shares formerly represented by it. (e) Notwithstanding anything to the contrary contained in this Section 1.8, if any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or upon the Exchange Agent may, in its discretion and as a condition precedent to making of an affidavit of that fact by the issuance of any certificate representing Parent Common Stock, require the owner of Person claiming such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation (including if requested by the Paying Agent), the posting by such Person of loss and to deliver a bond (bond, in such sum reasonable amount as Parent or the Exchange Agent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity it with respect to such Company Stock Certificate, the Paying Agent (or, if subsequent to the termination of the Exchange Fund and subject to Section 1.8(h), Parent) shall deliver, in exchange for such lost, stolen or destroyed Company Stock Certificate, the Per Share Merger Consideration as set forth in Section 1.5. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (df) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after anniversary of the Effective Time Closing Date shall be delivered to Parent upon demand, and thereafter any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.8 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock the Per Share Merger Consideration. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or cash in lieu become property of fractional shares any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent Common Stock payable in accordance with Section 3.1(c) or its designee, free and clear of all claims or interest of any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonperson previously entitled thereto. (eg) Each of the Exchange Paying Agent, Parent, Merger Sub, the Company and the Surviving Entity Corporation, as applicable, shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code or any provision of United States state state, local or local Tax Law or non-United States foreign Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate Governmental Authority by the Exchange AgentAuthority, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior At or prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory authorize the issuance of and shall make available to the Company to act as Computershare Trust Company, N.A., Parent’s exchange agent in the Merger (the "“Exchange Agent"”). , for the benefit of the holders of Company Stock Certificates for exchange in accordance with this ARTICLE I, (i) a sufficient number of shares of Parent shall issue and cause Common Stock, to be deposited with issued by book-entry transfer, for payment of the Exchange Agent (by instruction Parent Stock Consideration pursuant to Parent's transfer agentSection 1.4(a)(ii), promptly (ii) sufficient cash for payment of the Cash Consideration pursuant to Section 1.4(a)(i) and (iii) sufficient cash for payment of cash in lieu of any fractional shares of Parent Common Stock in accordance with Section 1.8 Such amount of cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto paid after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange “Conversion Fund."” Parent shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to the record holders of Company Common Stock (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange 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 such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after Following the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon upon proper surrender of a Company Stock Certificate or Book Entry Share for exchange to the Exchange Agent for exchangeAgent, together with a duly executed properly completed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, duly executed, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing Cash Consideration and Parent Stock Consideration deliverable in respect of the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Company Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Certificate; thereupon such Company Stock Certificate shall have been lost, stolen, forthwith be cancelled. No interest will be paid or destroyed, Parent or accrued on the Exchange Agent may, in its discretion and as Merger Consideration deliverable upon surrender of a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate until the holder thereof shall surrender such Company Stock Certificate in accordance with this ARTICLE I. Promptly after the surrender of a Company Stock Certificate in accordance with this ARTICLE I, the record holder thereof shall be entitled to receive any such dividends or Book Entry Share other distributions, without interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 1.4. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Parent Common Stock that into which such holder has the right to receive in the Merger until such holder surrenders such holder’s Company Common Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest)have been converted. (de) Any portion of the Exchange Conversion Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as unclaimed by the shareholders of the date one year Company twelve months after the Effective Time shall be delivered paid to Parent upon demandthe Surviving Company, and any holders or its successors in interest. Any shareholders of the Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance complied with this Section 3.3 ARTICLE I shall thereafter look only to the Surviving Entity Company, or its successors in interest, for satisfaction the issuance of their claims for the Cash Consideration, the payment of the Parent Common Stock or Consideration and the payment of cash in lieu of any fractional shares deliverable in respect of Parent such shareholders’ shares of Company Common Stock payable in accordance with Section 3.1(c) Stock, as well as any accrued and any unpaid dividends or distributions with respect to on such Parent Common StockStock Consideration. Notwithstanding the foregoing, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None none of Parent, Merger Sub, the Surviving Company, the Surviving Entity or the Exchange Agent, Agent or any employee, officer, director, agent or Affiliate of any of them, other Person shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly amount delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed laws. (f) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by holders the Person claiming such Company Stock Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this ARTICLE I, the Cash Consideration or the Parent Stock Consideration and cash in lieu of any such fractional shares immediately prior deliverable in respect thereof pursuant to the time at which such amounts would otherwise escheat tothis Agreement, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Personas applicable.

Exchange of Certificates. (a) Prior to the Effective TimeClosing, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange paying agent in the Merger (the "Exchange “Paying Agent")”) and shall enter into an agreement reasonably acceptable to the Company with the Paying Agent relating to the services to be performed by the Paying Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Paying Agent cash sufficient to make payments of the Cash Consideration and the Preferred Stock Merger Consideration in accordance with Section 1.8(a)(iii). The cash amount so deposited with the Paying Agent is referred to as the “Payment Fund.” (by instruction to Parent's transfer agent), promptly b) Promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Paying Agent to mail to the Persons who were record holders of Company Common Stock Certificates or Book Entry Shares immediately prior to the Effective Time whose shares were converted into the right to receive the Offer Price and the Preferred Stock Merger Consideration, as applicable, in accordance with Section 1.8(a)(iii): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalPaying Agent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and or Book Entry Shares in exchange for certificates representing Parent Common the Offer Price or the Preferred Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)Merger Consideration, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryas applicable. Upon surrender of a Company Stock Certificate or Book Entry Share Shares to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Shares shall be entitled to receive receive, and the Paying Agent shall (and Parent shall cause the Paying Agent to) in exchange therefor a certificate representing transfer from the number of whole shares of Parent Common Payment Fund to such holder the Offer Price or the Preferred Stock Merger Consideration (or uncertificated shares of Parent Common Stock represented by a book entryas applicable) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.8; and (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The B) the Company Stock Certificate or Book Entry Share Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.10(b), each Company Stock Certificate or and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common the Offer Price or the Preferred Stock Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(cas applicable)) , as contemplated by Section 3.1 1.8. As promptly as practicable after the Effective Time, the Paying Agent shall issue and this deliver to each holder of Book Entry Shares a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 3.31.8 in respect of such Book Entry Shares, without such holder being required to deliver a stock certificate to the Paying Agent; provided that an “agent’s message” has been previously delivered to the Paying Agent regarding such Book Entry Shares, and such Book Entry Shares shall then cease to represent any right to receive the Offer Price or the Preferred Stock Merger Consideration (as applicable) hereunder. No interest shall be paid or accrued on the Offer Price or the Preferred Stock Merger Consideration (as applicable) payable to holders of Book Entry Shares or Company Stock Certificates. If any Offer Price or the Preferred Stock Merger Consideration (as applicable) is to be paid to a Person other than a Person in whose name the Book Entry Share or Company Stock Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to the Paying Agent any transfer or other Taxes required by reason of payment of the Offer Price or the Preferred Stock Merger Consideration, as applicable, to a Person other than the registered holder of the Book Entry Share or Company Stock Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent that such Tax has been paid or is not applicable. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common Stockthe Offer Price or the Preferred Stock Merger Consideration, as applicable, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity reasonable and customary indemnification obligation against any claim that may be made against the Exchange Paying Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends The Payment Fund shall be invested by the Paying Agent as directed by Parent, or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time Time, the Surviving Corporation; provided that any such investments shall be in securities issued or directly and fully guaranteed or insured as to principal and interest by the United States government or any agency or instrumentality thereof and having maturities of not more than one month from the date of investment. Earnings on the Payment Fund shall be the sole and exclusive property of the Surviving Corporation and shall be paid to the holder Surviving Corporation. No investment of the Payment Fund shall relieve any unsurrendered Company Stock Certificate of Parent, the Surviving Corporation or Book Entry Share with respect the Paying Agent from making the payments required by Section 1.8, and following any losses from any such investment, Parent shall promptly provide, or shall cause to be promptly provided, additional funds to the shares Paying Agent for the benefit of Parent the holders of the Company Common Stock that such holder has or the right to receive Series C Preferred Stock, as applicable, at the Effective Time in the Merger until amount of such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at losses, which time such holder additional funds shall be entitled, subject deemed to be part of the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest)Payment Fund. (d) The Offer Price and Preferred Stock Merger Consideration paid upon the surrender of Company Stock Certificates or transfer of Book Entry Shares, as applicable, in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Common Stock or Series C Preferred Stock, as applicable formerly represented by such Company Stock Certificates or Book Entry Shares, as applicable, and from and after the Effective Time, there shall be no further registration of transfers of the Company Common Stock or the Series C Preferred Stock, as applicable, on the stock transfer books of the Surviving Corporation. If, after the Effective Time, the Company Stock Certificates or Book Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Offer Price and Preferred Stock Merger Consideration, as applicable, provided for, and in accordance with the procedures set forth, in this Section 1.10. (e) Any portion of the Exchange Payment Fund or (including the Fractional Shares Trust proceeds of any investments thereof) that remains undistributed to holders of Company Stock Certificates or and Book Entry Shares as of the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.10 shall thereafter look only to the Surviving Entity for Parent for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common payment of the Offer Price or the Preferred Stock Merger Consideration, as applicable (subject to abandoned property, escheat or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stockother similar laws), in each case without interest thereoninterest. (ef) Each of the Exchange Agent, Parent, and Neither Parent nor the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement liable to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Series C Preferred Stock or to any other Person with respect to any shares of Parent Common the Offer Price or the Preferred Stock (or dividends or distributions with respect thereto)Merger Consideration, as applicable, or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Lawother Legal Requirement. Any amounts remaining unclaimed by holders of If any such shares immediately Company Stock Certificate or Book Entry Share shall not have been surrendered prior to the time at date on which such amounts the Offer Price or Preferred Stock Merger Consideration in respect thereof would otherwise escheat to, to or become the property ofof any Governmental Body, any Governmental Authority such Offer Price or Preferred Stock Merger Consideration in respect of such Company Stock Certificate or Book Entry Share shall, to the extent permitted by applicable Lawlaw, become the property of the Surviving EntityCorporation, free and clear any holder of any claims such Company Stock Certificate or interest Book Entry Share who has not theretofore complied with this Section 1.10 with respect thereto shall thereafter look only to the Surviving Corporation for payment of any such holdersits claim for the Offer Price or Preferred Stock Merger Consideration, their successorsas applicable, assigns or personal representatives previously entitled thereto or any other Personin respect thereof.

Exchange of Certificates. (a) Section 2.2.1 Prior to the Effective Time, Parent Manpower shall appoint a deposit, or shall cause to be deposited, with Mellon Investor Services or another bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger designated by Manpower (the "Exchange Agent"), for the benefit of the Company Shareholders, for exchange in accordance with this Article 2 through the Exchange Agent, certificates representing the Manpower Shares. Parent shall issue Manpower agrees to make available to the Exchange Agent from time to time as needed and cause promptly following a request therefor from the Exchange Agent, cash sufficient to be pay cash in lieu of fractional shares pursuant to Section 2.1.4. Any cash and certificates of Manpower Common Stock deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will shall hereinafter be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively as the "Exchange Fund."" The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 2.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. Manpower will pay all fees and expenses of the Exchange Agent. (b) As soon as practicable Section 2.2.2 Promptly after the Effective Time, Manpower and the Parent Surviving Corporation shall cause the Exchange Agent to mail to each holder of record, as of the record holders Effective Time, of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (i) each a "Certificate"), a form letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent or, and shall be in such form and have such other provisions as Manpower and the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), Company may reasonably specify) and (ii) instructions for use in effecting the surrender of such holder's Company Stock the Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Merger Consideration. Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. 2.2.3 Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchangeof a Certificate or Certificates, together with a duly executed such letter of transmittal and such other documents as may be reasonably required duly executed by the Exchange Agent or Parentholder of record thereof, the holder of record of such Company Stock Certificate or Book Entry Share Certificates shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) Merger Consideration that such holder Company Shareholder has the right to receive pursuant under this Article 2, and such Certificate or Certificates shall forthwith be canceled. If any Merger Consideration is to be paid to a Person other than the Company Shareholder in whose name the surrendered Certificate is registered, it shall be a condition of exchange that such surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the exchange by a Person other than the holder of record of the Certificate surrendered or such Person shall establish to the satisfaction of Manpower that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.1 (and cash 2.2, each Certificate shall represent, for all purposes, the right only to receive upon such surrender the Merger Consideration in lieu respect of any fractional share the number of Parent shares of Company Common Stock payable in accordance with evidenced by such Certificate. Section 3.1(c)). The 2.2.4 Any portion of the Exchange Fund which remains undistributed to the Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and Shareholders for six months after the Effective TimeTime shall be delivered to Manpower upon demand, and any Company Shareholders who have not theretofore complied with this Article 2 shall thereafter look only to represent only Manpower to claim the right Merger Consideration, without any interest thereon. Section 2.2.5 No dividends or other distributions that are declared on or after the Effective Time on Manpower Common Stock or are payable to the holders of record thereof on or after the Effective Time will be paid to the Company Shareholders entitled by reason of the Merger to receive shares certificates representing Manpower Common Stock until such Company Shareholders surrender their Certificates, as provided in this Section 2.2. Subject to the effect of Parent applicable Law, there shall be paid to the holder of record of the certificates representing such Manpower Common Stock (and cash in lieu or, if applicable under Section 2.2.3, the other Person) (a) at the time of such surrender or as promptly as practicable thereafter, the amount of any fractional share dividends or other distributions theretofore paid with respect to whole shares of Parent such Manpower Common Stock having a record date on or after the Effective Time and a payment date prior to such surrender and (b) at the appropriate payment date or as promptly as practicable thereafter, the amount of dividends or other distributions payable in accordance with respect to whole shares of Manpower Common Stock having a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender. In no event shall the Company Shareholder or other Person entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. Section 3.1(c)) as contemplated by 2.2.6 Neither Manpower nor the Company shall be liable to any Company Shareholder for any Merger Consideration properly delivered to a public official pursuant to any abandoned property, escheat or similar Law. Section 3.1 and this Section 3.3. 2.2.7 If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Manpower, the Exchange Agent mayposting by such Person of a bond, in its discretion and such amount as a condition precedent to the issuance of any certificate representing Parent Common StockManpower may direct, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against it or the Exchange Agent, Parent, or the Surviving Entity Agent with respect to such Company Stock Certificate. (c) No dividends , the Exchange Agent will issue in exchange for such lost, stolen or other distributions declared or made with respect to Parent Common Stock with a record date after destroyed Certificate the Effective Time shall be paid to Merger Consideration which the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right thereof would have been entitled to receive in the respect of such lost, stolen or destroyed Certificate pursuant to Section 2.2.3, without any interest thereon, together with any amounts then payable pursuant to Section 2.2.5. Section 2.2.8 All Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares Consideration paid in accordance with this Section 3.3 (at which time such holder the terms hereof shall be entitled, subject deemed to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares been paid in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for full satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect all rights pertaining to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any (other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect theretothan the rights, if any, under Section 2.2.5), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as paying agent in the Merger (the “Paying Agent”). Promptly after the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall issue and cause to be deposited with the Exchange Paying Agent Eighteen Million Two Hundred Fifty Thousand and no/100 Dollars (by instruction to Parent's transfer agent$18,250,000), promptly after in cash (the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c“Payment Fund”). The shares of Parent Common Stock so deposited with Payment Fund shall be invested by the Exchange Paying Agent are referred to collectively as the "Exchange Funddirected by Parent." (b) As soon as practicable Promptly after the Effective Time, the Parent shall cause the Exchange Paying Agent to will mail to the Persons who were record holders of Company Common Stock immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Paying 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 such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common the Per Share Merger Consideration and (iii) instructions regarding payment for lost or destroyed Company Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c)Certificates. Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Paying Agent's ’s customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Paying Agent for exchangeexchange or adherence to the procedures regarding lost or destroyed Company Stock Certificates, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) cash consideration that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash 1.5, in lieu full satisfaction of any fractional share all rights pertaining to the shares of Parent Company Common Stock payable in accordance with Section 3.1(c)). The formerly represented by such Company Stock Certificate or Book Entry Share; and (B) the Company Stock Certificate or Book Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of the Per Share Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate or Book Entry Share formerly representing such shares is registered if (1) any such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and (2) such holder shall have paid any fiduciary or surety bonds and any transfer or other similar Taxes required by reason of the payment of such Per Share Merger Consideration to a Person other than such holder (or shall have established to the reasonable satisfaction of Parent that such bonds and Taxes have been paid or are not applicable). Until surrendered as contemplated by this Section 3.31.7(b), each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) the Per Share Merger Consideration as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Paying Agent may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Per Share Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Paying Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Paying Agent, Parent, Merger Sub or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) . No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time interest shall be paid to the holder of or will accrue on any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed cash payable to holders of Company Stock Certificates or Book Entry Shares pursuant to the provisions of this Section 1.7. (c) Unless otherwise delivered prior to such time, as soon as commercially practicable after the Effective Time, the Paying Agent shall mail or otherwise deliver to each holder of a Company Option or In the Money Warrant that was cancelled or terminated pursuant to Sections 1.5(c) and 1.5(d), a letter in customary form and containing such provisions as Parent may reasonably specify for receipt of the payments provided for in Sections 1.5(c) and 1.5(d) for terminated or cancelled Company Options or In the Money Warrants, as applicable (the “Terminated or Cancelled Payment Letter”). As soon as commercially practicable after the Effective Time, and upon receipt by Parent or the Paying Agent, as applicable, of such Terminated or Cancelled Payment Letter, and any other documents that Parent or the Paying Agent may require in order to effect the payments provided for in Sections 1.5(c) and 1.5(d) for terminated or cancelled Company Options or In the Money Warrants, such holder shall be entitled to receive from Parent or the Paying Agent, as applicable, the cash payment to which such holder is entitled, less, in each case, applicable tax withholding. No amounts will be paid to the holder of any terminated or cancelled Company Option or In the Money Warrant until the holder of record of such Company Option or In the Money Warrant shall have delivered to Parent or the Paying Agent, as applicable, a Terminated or Cancelled Payment Letter, and any other documents that Parent or the Paying Agent may require. (d) Any portion of the Payment Fund that remains undistributed as of the date one year that is 270 days after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares rights for payment hereunder who have not theretofore surrendered their Company Stock Certificates or Certificates, Book Entry Shares Shares, Company Options, or In the Money Warrants as provided herein in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonPer Share Merger Consideration. (e) Each of the Exchange Paying Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Stock, Company Options or In the Money Warrants such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local Tax Law or non-United States Tax Law foreign tax law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) If any Company Stock Certificate, Book Entry Share, Company Option, or In the Money Warrant has not been surrendered, terminated or cancelled by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the cash amount that such Company Stock Certificate, Book Entry Share, Company Option, or In the Money Warrant represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto. (g) None of Parent, Merger Sub, the Company, the Surviving Entity or Corporation and the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Paying Agent shall be liable to any holder or former holder of shares of Company Common Stock Stock, a Company Option, In the Money Warrant, or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly Per Share Merger Consideration delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Effective Time, Parent shall appoint select a bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Parent shall issue and cause make available to be deposited with the Exchange Agent (by instruction to Parent's ’s transfer agent), ) promptly after the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 2.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so and cash Share Proceeds obtained by the Exchange Agent for use as payment for any fractional shares in accordance with Section 2.1(c) deposited with the Exchange Agent are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective TimeTime and in any event no later than three Business Days after the Closing Date, the Parent Surviving Corporation shall cause the Exchange Agent to mail to the record holders of Company Common Stock (i) a letter of transmittal in customary form and containing such provisions as Parent may and the Company reasonably specify agree prior to the Effective Time (including a provision confirming that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange 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 such holder's ’s Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's ’s customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 2.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.32.5, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock) as contemplated by Section 3.1 and this Section 3.32.1. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 2.5 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar LawLegal Requirement, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year 180 days after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 2.5 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or Stock, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) Stock, and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code or any provision of United States state state, local, or local foreign Tax Law or non-United States Tax Law law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate relevant Governmental Authority by the Exchange AgentBody, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law, or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.

Exchange of Certificates. (a) Prior to the Effective Time, the Parent shall appoint a bank the Paying Agent and authorize the Paying Agent to receive in trust the funds to which stockholders of the Company shall become entitled upon surrender of the certificates in accordance with this Section 1.10. At or trust company reasonably satisfactory prior to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Effective Time, Parent shall issue and cause to be deposited with the Exchange Paying Agent the aggregate amount necessary for payment in full of all consideration that holders of Company Common Stock and Eligible Options are entitled to receive pursuant to Section 1.9 and Section 1.13, respectively, to be held for the benefit of, and distribution to, such holders in accordance with this Agreement. The Paying Agent shall agree to hold such funds (the "PAYMENT FUND") for delivery as contemplated by instruction this Section 1.10. The Payment Fund shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to Parent's transfer agent)holders of Company Common Stock and Eligible Options. Earnings from such investments in excess of the aggregate Merger Consideration shall be the sole and exclusive property of the Surviving Corporation, promptly and no part of such earnings shall accrue to the benefit of the holders of Company Common Stock or Eligible Options. If for any reason (including losses) the Payment Fund is inadequate to pay the cash amounts to which holders of shares of Company Common Stock and Eligible Options shall be entitled, Parent and the Surviving Corporation Shall in all events remain liable for the payment thereof and Parent shall take all steps necessary to enable and cause the Surviving Corporation to provide to the Paying Agent on a timely basis, as and When needed after the Effective Time, certificates representing cash necessary to pay for the shares of Parent Company Common Stock issuable converted into the right to receive cash pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares 1.9 and to pay the cash amount due to holders of Parent Common Stock represented by a book entry will be issued), including the shares covered by Eligible Options pursuant to Section 3.1(c)1.13. The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively Payment Fund shall not be used for any purpose except as the "Exchange Fundexpressly provided in this Agreement." (b) As soon as reasonably practicable after the Effective Time, but in no event later than ten (10) Business Days thereafter, the Parent Paying Agent shall cause the Exchange Agent to mail to each holder of record of a certificate that immediately prior to the record holders Effective Time represented shares of Company Common Stock (other than Parent, any Affiliate of Parent, the Company, any Subsidiary of the Company and any holder of Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (a "LETTER OF TRANSMITTAL"), which Letter of Transmittal shall specify (including a provision confirming that delivery shall be effected, and risk of loss and title to each such certificate shall pass, only upon proper delivery of such certificates to the Paying Agent, and contain such other provisions as the Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and Parent may reasonably specify; and (ii) instructions for use in effecting the surrender of surrendering such holder's Company Stock Certificates and Book Entry Shares certificates in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)Merger Consideration. Thereafter, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon upon surrender of a certificate representing Company Common Stock Certificate or Book Entry Share for cancellation to the Exchange Agent for exchangePaying Agent, together with a Letter of Transmittal, duly executed letter of transmittal executed, and EXECUTION COPY such other documents as may reasonably be reasonably required by the Exchange Agent or ParentPaying Agent, the holder of such Company Stock Certificate or Book Entry Share certificate shall be entitled (subject to applicable abandoned property, escheat and similar Laws) receive in exchange therefor a certificate representing the amount of cash equal to the product of (x) the Merger Consideration and (y) the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Company Common Stock represented by a book entry) that such holder has certificate, and the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share certificate so surrendered shall be canceled. Until If a transfer of ownership of shares of Company Common Stock has not been registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the certificate so surrendered as contemplated by this Section 3.3, each Company Stock is registered if such Certificate or Book Entry Share shall be deemedproperly endorsed or otherwise be in proper form for transfer and 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 such certificate or establish to the satisfaction of the Parent that such Taxes have been paid or are not applicable. (c) All cash paid upon the surrender of certificates representing Company Common Stock in accordance with the terms of this Article I shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificates, from subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock and that remain unpaid at the Effective Time. If, after the Effective Time, to represent only the right to receive shares of Parent certificates representing Company Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent are presented to the Surviving Corporation or the Exchange Paying Agent mayfor any reason, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time they shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive canceled and exchanged as provided in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitledArticle I, subject to the effect of applicable escheat law or similar except as otherwise provided by Law, to receive all such dividends and distributions, without interest). (d) Any portion None of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity Corporation or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Paying Agent shall be liable to any holder or former holder Person in respect of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any No Person previously entitled to any amounts remaining unclaimed by holders of payable pursuant to this Article I shall have any claim to such shares immediately prior amount to the time at which extent such amounts would otherwise escheat to, amount has escheated or become the property of, and paid to, any Governmental Authority shallEntity. At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require that the Paying Agent deliver to it any funds (including any earnings received with respect thereto) that had been made available to the extent permitted by applicable LawPaying Agent and that have not been disbursed to holders of certificates representing Company Common Stock or holders of Eligible Options, become and thereafter such holders shall be entitled to look only to the property Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. (e) The Paying Agent shall be authorized to pay the Merger Consideration attributable to any Certificate(s) representing Company Common Stock that have been lost, stolen or destroyed upon receipt of evidence of ownership of the Company Common Stock represented thereby and of appropriate indemnification and/or bond in each case reasonably satisfactory to the Surviving EntityCorporation. (f) The Parent, free the Surviving Corporation, and clear the Paying Agent shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement to any holder of certificates previously representing Company Common Stock or to any claims holder of Eligible Options such amounts as the Parent, the Surviving Corporation, or interest the Paying Agent, respectively, reasonably determines is required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "CODE"), or EXECUTION COPY any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld, such holderswithheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such certificates or of such Eligible Options in respect of which such deduction and withholding was made by the Parent, their successorsthe Surviving Corporation, assigns or personal representatives previously entitled thereto or any other Personthe Paying Agent.

Exchange of Certificates. (a) Prior to the Effective Time, the Parent shall appoint a bank the Paying Agent and authorize the Paying Agent to receive in trust the funds to which stockholders of the Company shall become entitled upon surrender of the certificates in accordance with this Section 1.10. At or trust company reasonably satisfactory prior to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Effective Time, Parent shall issue and cause to be deposited with the Exchange Paying Agent the aggregate amount necessary for payment in full of all consideration that holders of Company Common Stock and Eligible Options are entitled to receive pursuant to Section 1.9 and Section 1.13, respectively, to be held for the benefit of, and distribution to, such holders in accordance with this Agreement. The Paying Agent shall agree to hold such funds (the "Payment Fund") for delivery as contemplated by instruction this Section 1.10. The Payment Fund shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to Parent's transfer agent)holders of Company Common Stock and Eligible Options. Earnings from such investments in excess of the aggregate Merger Consideration shall be the sole and exclusive property of the Surviving Corporation, promptly and no part of such earnings shall accrue to the benefit of the holders of Company Common Stock or Eligible Options. If for any reason (including losses) the Payment Fund is inadequate to pay the cash amounts to which holders of shares of Company Common Stock and Eligible Options shall be entitled, Parent and the Surviving Corporation shall in all events remain liable for the payment thereof and Parent shall take all steps necessary to enable and cause the Surviving Corporation to provide to the Paying Agent on a timely basis, as and when needed after the Effective Time, certificates representing cash necessary to pay for the shares of Parent Company Common Stock issuable converted into the right to receive cash pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares 1.9 and to pay the cash amount due to holders of Parent Common Stock represented by a book entry will be issued), including the shares covered by Eligible Options pursuant to Section 3.1(c)1.13. The shares of Parent Common Stock so deposited with the Exchange Agent are referred to collectively Payment Fund shall not be used for any purpose except as the "Exchange Fundexpressly provided in this Agreement." (b) As soon as reasonably practicable after the Effective Time, but in no event later than ten (10) Business Days thereafter, the Parent Paying Agent shall cause the Exchange Agent to mail to each holder of record of a certificate that immediately prior to the record holders Effective Time represented shares of Company Common Stock (other than Parent, any Affiliate of Parent, the Company, any Subsidiary of the Company and any holder of Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (a "Letter of Transmittal"), which Letter of Transmittal shall specify (including a provision confirming that delivery shall be effected, and risk of loss and title to each such certificate shall pass, only upon proper delivery of such certificates to the Paying Agent, and contain such other provisions as the Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and Parent may reasonably specify; and (ii) instructions for use in effecting the surrender of surrendering such holder's Company Stock Certificates and Book Entry Shares certificates in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued)Merger Consideration. Thereafter, any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon upon surrender of a certificate representing Company Common Stock Certificate or Book Entry Share for cancellation to the Exchange Agent for exchangePaying Agent, together with a Letter of Transmittal, duly executed letter of transmittal executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentPaying Agent, the holder of such Company Stock Certificate or Book Entry Share certificate shall be entitled (subject to applicable abandoned property, escheat and similar Laws) receive in exchange therefor a certificate representing the amount of cash equal to the product of (x) the Merger Consideration and (y) the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Company Common Stock represented by a book entry) that such holder has certificate, and the right to receive pursuant to the provisions of Section 3.1 (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)). The Company Stock Certificate or Book Entry Share certificate so surrendered shall be canceled. Until If a transfer of ownership of shares of Company Common Stock has not been registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the certificate so surrendered as contemplated by this Section 3.3, each Company Stock is registered if such Certificate or Book Entry Share shall be deemedproperly endorsed or otherwise be in proper form for transfer and 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 such certificate or establish to the satisfaction of the Parent that such Taxes have been paid or are not applicable. (c) All cash paid upon the surrender of certificates representing Company Common Stock in accordance with the terms of this Article I shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificates, from subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock and that remain unpaid at the Effective Time. If, after the Effective Time, to represent only the right to receive shares of Parent certificates representing Company Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent are presented to the Surviving Corporation or the Exchange Paying Agent mayfor any reason, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, or the Surviving Entity with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time they shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive canceled and exchanged as provided in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitledArticle I, subject to the effect of applicable escheat law or similar except as otherwise provided by Law, to receive all such dividends and distributions, without interest). (d) Any portion None of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 shall thereafter look only to the Surviving Entity for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent, and the Surviving Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (f) None of Parent, Merger Sub, the Company, the Surviving Entity Corporation or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Paying Agent shall be liable to any holder or former holder Person in respect of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any No Person previously entitled to any amounts remaining unclaimed by holders of payable pursuant to this Article I shall have any claim to such shares immediately prior amount to the time at which extent such amounts would otherwise escheat to, amount has escheated or become the property of, and paid to, any Governmental Authority shallEntity. At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require that the Paying Agent deliver to it any funds (including any earnings received with respect thereto) that had been made available to the extent permitted by applicable LawPaying Agent and that have not been disbursed to holders of certificates representing Company Common Stock or holders of Eligible Options, become and thereafter such holders shall be entitled to look only to the property Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their certificates. (e) The Paying Agent shall be authorized to pay the Merger Consideration attributable to any certificate(s) representing Company Common Stock that have been lost, stolen or destroyed upon receipt of evidence of ownership of the Company Common Stock represented thereby and of appropriate indemnification and/or bond in each case reasonably satisfactory to the Surviving EntityCorporation. (f) The Parent, free the Surviving Corporation, and clear the Paying Agent shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement to any holder of certificates previously representing Company Common Stock or to any claims holder of Eligible Options such amounts as the Parent, the Surviving Corporation, or interest the Paying Agent, respectively, reasonably determines is required to be deducted and withheld with respect to the making of any such holderspayment under the Internal Revenue Code of 1986, their successorsas amended (the "Code"), assigns or personal representatives previously entitled thereto or any other Personprovision of state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such certificates or of such Eligible Options in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation, or the Paying Agent.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent in respect of the Merger (the "Exchange Agent"). Parent shall issue and cause Prior to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after or at the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of holders of Company Common Stock, (i) certificates representing the shares of Parent Common Stock issuable as the Common Stock Consideration pursuant to Section 3.1 1.5(a)(iii)(A) and (ii) the amount of cash sufficient to pay the aggregate amount of the Cash Consideration to be paid pursuant to Section 1.5(a)(iii)(B) and the aggregate amount of cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c) and any dividends or make appropriate alternative arrangements if uncertificated shares of other distributions declared or made with respect to Parent Common Stock represented by with a book entry will be issued), including record date after the shares covered by Section 3.1(c)Effective Time to which holders of Company Stock Certificates exchangeable for Parent Common Stock pursuant to this Agreement are entitled. The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to the record holders of Company Common Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), Agent) and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (x) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor (i) a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 3.1 1.5 and (and ii) a check in the amount equal to the cash that such holder has a right to receive pursuant to Section 1.5 (including any cash in lieu of any fractional share of Parent Common Stock payable in accordance with to which such holder is entitled and any dividends or other distributions to which such holder is entitled as contemplated by this Section 3.1(c)). The 1.7) and (y) each Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 3.31.7, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)Stock) as contemplated by Article 1 (including any dividends or other distributions as contemplated by Section 3.1 and this Section 3.31.7(d)). If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common StockMerger Consideration, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, Parent or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no Merger Consideration shall be paid in exchange for any Company Stock Certificate to any Person who may be an "affiliate" (as that term is used in Rule 145 under the Securities Act) of Company until such Person shall have delivered to Parent and Company a duly executed Affiliate Agreement as contemplated by Section 5.7. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar LawLaws, to receive all such dividends and distributions, without interest). (de) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date one year after the date on which the Effective Time occurs shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or Merger Consideration, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (ef) Each of the Exchange Agent, Parent, Parent and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code or any provision of United States state state, local or local Tax Law or non-United States foreign Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (fg) None of Parent, Merger Sub, the Company, Neither Parent nor the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Corporation shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a any public official pursuant to any applicable abandoned propertyproperty Law, escheat Law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, Parent shall appoint select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange paying agent in the Merger (the "Exchange “Paying Agent"”). Promptly after the Effective Time, subject to Section 1.8, Parent shall issue and cause to be deposited with the Exchange Paying Agent (by instruction cash sufficient to Parent's transfer agent), promptly after make payments of the Effective Time, certificates representing the shares of Parent Common Stock issuable Merger Consideration payable pursuant to Section 3.1 1.5 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c“Payment Fund”). The shares Payment Fund shall be invested by the Paying Agent as directed by Parent. Nothing contained in this Section 1.7, and no investment losses resulting from the investment of Parent Common Stock so deposited the Payment Fund, shall diminish the rights of the stockholders of the Company to receive the Merger Consideration in accordance with the Exchange Agent terms of this Agreement. To the extent there are referred losses resulting from the investment of the Payment Fund as directed by Parent, or the amount in the Payment Fund for any reason (including Dissenting Shares losing their status as such) is less than the amount required to collectively as promptly pay the "Exchange FundMerger Consideration in accordance with the terms of this Agreement, Parent shall replace, restore or add to the cash in the Payment Fund to ensure the prompt payment of the Merger Consideration to the stockholders of the Company in accordance with the terms of this Agreement." (b) As soon as practicable Promptly after the Effective TimeTime (and in any event within five Business Days), the Parent shall cause the Exchange Paying Agent to will mail to the Persons who were record holders of Company Common Stock Certificates or Uncertificated Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form reasonably acceptable to the Company and containing such customary provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates or transfer of Uncertificated Shares shall be effected, and risk of loss and title to Company Stock Certificates or Uncertificated Shares shall pass, only upon proper delivery of the such Company Stock Certificates or transfer of the Uncertificated Shares to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittalPaying Agent), ; and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry or transfer of Uncertificated Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entryMerger Consideration. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Paying Agent for exchangeexchange or receipt of an “agent’s message” by the Paying Agent in connection with the transfer of an Uncertificated Share, together with the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Share Uncertificated Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) cash consideration that such holder has the right to receive pursuant to the provisions of Section 3.1 (and cash 1.5, in lieu full satisfaction of any fractional share all rights pertaining to the shares of Parent Company Common Stock payable in accordance with Section 3.1(c)). The formerly represented by such Company Stock Certificate or Book Entry Share Uncertificated Shares; and (B) the Company Stock Certificate or Uncertificated Shares so surrendered or transferred shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate formerly representing such shares or Uncertificated Shares is registered if: (1) any such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer; and (2) such holder shall have paid any fiduciary or surety bonds and any transfer or other similar Taxes required by reason of the payment of such Merger Consideration to a Person other than such holder (or shall have established to the reasonable satisfaction of Parent that such bonds and Taxes have been paid or are not applicable). Until surrendered or transferred as contemplated by this Section 3.31.7(b), each Company Stock Certificate or Book Entry and each Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) Merger Consideration as contemplated by Section 3.1 and this Section 3.31.5. If any Company Stock Certificate shall have been lost, stolen, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance payment of any certificate representing Parent Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Paying Agent, Parent, Merger Sub or the Surviving Entity Corporation with respect to such Company Stock Certificate. (c) . No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time interest shall be paid to the holder of or will accrue on any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar Law, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed Consideration payable to holders of Company Stock Certificates or Book Entry Shares Uncertificated Shares. (c) Any portion of the Payment Fund that remains undistributed to former holders of shares of Company Common Stock as of the date one year that is 360 days after the Effective Time date on which the Merger becomes effective shall be delivered to Parent upon demand, and any former holders of shares of Company Common Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry transferred their Uncertificated Shares in accordance with this Section 3.3 1.7 shall thereafter look only to the Surviving Entity Parent for satisfaction of their claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereonMerger Consideration. (ed) Each of the Exchange Paying Agent, Parent, Merger Sub and the Surviving Entity Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or any Company Equity Award such amounts as are may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of United States state state, local or local foreign Tax Law or non-United States Tax Law law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax LawLegal Requirement. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) and paid over to the appropriate Governmental Authority by the Exchange AgentTax authority, Parent or the Surviving Entity, as applicable, and (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) If any Company Stock Certificate has not been surrendered, or any Uncertificated Share has not been transferred, by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred the date immediately prior to the Exchange Agentdate on which the cash amount that such Company Stock Certificate or Uncertificated Share represents the right to receive would otherwise escheat to or become the property of any Governmental Body, Parent or then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving EntityCorporation, as applicable, followed by a sale free and clear of any claim or other disposition interest of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipientany Person previously entitled thereto. (f) None of Parent, Merger Sub, the Company, the Surviving Entity Corporation or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, Paying Agent shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly Merger Consideration delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other PersonLegal Requirement.