Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five (5) three Business Days thereafter), Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each Person who was, at the Effective Time, a holder of record a Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) (other than a Share Certificate or Book-Entry Shares representing (A) shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent be canceled in accordance with Section 2.22.01(b) and (B) Appraisal Shares, which shall be treated in accordance with Section 2.06) (ix) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates Share Certificate or such Book-Entry Shares, as applicable, shall pass, only upon proper delivery of such Certificates Share Certificate (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Exchange AgentPaying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingthe Closing Date) and (iiy) instructions for use in effecting the surrender of the Certificates such Share Certificate or such Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the applicable Merger Consideration. Consideration as provided in Section 2.01(c). (ii) Upon surrender delivery of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such a letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), and either (A) surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) and/or (B) transfer of Book-Entry Shares not held through DTC by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Share Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, Consideration for each share of Company Common Stock surrenderedformerly represented by such Share Certificates or Book-Entry Shares (after giving effect to any required Tax withholding as provided in Section 2.02(g)), and any the Share Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.32.02, each Share Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II. (iii) The Persons who were, at the Effective Time, holders of Book-Entry Shares (2other than (i) cash in lieu of any fractional shares of Parent Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.06) held, directly or indirectly, through DTC shall not be required to deliver a Share Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Section 2.3(e) 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and (3) any dividends the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other distributions procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which such holder is the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Section 2.3(c)2.02. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, in each case without interest Parent may cause the Paying Agent to pay the Merger Consideration to such Person only if such Share Certificate (if applicable) is presented to the Paying Agent, accompanied by all documents required to evidence and subject effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable withholding Taxesstock transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Share Certificate is registered have been paid or are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but Time, and in no any event more not later than five (5) the fifth Business Days thereafter)Day following the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Paying Agent to (x) mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all Shares as of its Certificates and Book-Entry Shares, as applicable, immediately prior to the Exchange Agent in accordance with Effective Time whose Shares were converted into the Merger Consideration pursuant to Section 2.2) 2.1, (iA) a letter of transmittal (which, which shall be in the case of shares of Company Common Stock represented by Certificates, customary form and shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof which are reasonably acceptable to Parent) or Book-Entry Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Paying Agent and shall be in such form and have such other provisions as Parent and the Company may shall reasonably agree and shall be prepared prior to Closingdetermine) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. , and (y) pay, by check or wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two Business Days prior to the Closing, to each holder of a Company Stock Option an amount in cash equal to the Option Consideration payable to such holder pursuant to Section 2.1(d) hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, effective affidavits of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of or Book-Entry Shares, Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefortherefor a check or, subject if requested in writing by the holder of such Certificates or Book-Entry Shares representing in excess of one percent (1%) of the Shares outstanding immediately prior to the Effective Time, a wire transfer of immediately available funds to an account designated by such holder, in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration (less any required applicable withholding Taxes, ) and the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. If payment No interest will be paid or accrued on any amount payable upon due surrender of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate Certificates or Book-Entry Share Shares. In the event of a transfer of ownership of Shares that is registered, it shall be a condition of payment that (A) not registered in the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason stock records of the payment Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such Merger Consideration a transferee if the Certificate formerly representing such Shares is presented to a Person other than the registered holder Paying Agent (or in the case of such Certificate or Book-Entry Share surrendered or shall have established Shares, upon adherence to the reasonable satisfaction applicable procedures set forth in the letter of the Surviving Corporation transmittal), accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer Taxes (as hereinafter defined) have been paid or is are not applicable. Until surrendered as contemplated by in accordance with this Section 2.32.2(b)(ii), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration or such other consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled may be due pursuant to Section 2.3(e2.1(f). (iii) The Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (3) the “Code”), or any dividends applicable provision of federal, state, local or other distributions foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options in respect of which such holder is entitled pursuant to Section 2.3(c), in each case without interest deduction and subject to any applicable withholding Taxeswere made.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time (Time, but in no event more than five (5) two Business Days thereafter)after the Closing Date, the Surviving Corporation Parent shall cause the Exchange Agent to mail deliver to each holder record holder, as of record immediately prior to the Effective Time, of (A) shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2“Certificates”) or (iB) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificatesbook-entry (“Book-Entry Shares”), in each case, which shares were converted into the right to receive the Merger Consideration at the Effective Time, a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and which shall be in such a customary form and have such other provisions as agreed to by Parent and the Company may reasonably agree and shall be prepared prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 3.1(b)(i). (ii) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Exchange Agent), the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefortherefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, subject to any required withholding Taxesin the aggregate, the applicable Merger Considerationwhole number of shares of Parent Common Stock, without interestif any, for each share that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock surrendered, then held by such holder) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.33.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article IIpayable in respect of such shares of Company Common Stock, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e3.3(h) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c3.3(g), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days business days thereafter), the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) Shares (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates or Book-Entry Shares shall pass, only upon proper delivery of such the Certificates or Book-Entry Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions as Parent and the Company prior to the Effective Time may reasonably agree and shall be prepared prior to Closingagree) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation Notwithstanding anything to the Exchange contrary in this Agreement, no holder of Book-Entry Shares will be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent or receipt in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1, and a holder of Book-Entry Shares will be deemed to have surrendered their Book-Entry Shares upon delivery to the Paying Agent of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in regarding the case book-entry transfer of such holder’s Book-Entry Shares, and such record holder, upon delivery of an “agent’s message” or such other evidence, will be entitled to receive the Merger Consideration for such Book-Entry Shares. Upon surrender of a Certificate or Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedShare formerly represented by such Certificate or Book Entry-Share, and any Certificates the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (Ax) the Person requesting such exchange present proper evidence of transfer Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (By) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.33.2, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article IIIII, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesinterest.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five (5) the fifth Business Days thereafter)Day following the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock Units whose Common Units were converted into the Merger Consideration pursuant to Section 2.1(a), (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, in the case “Letter of shares of Company Common Stock represented by Certificates, Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates (or effective affidavits of loss in lieu thereof) to the Exchange AgentPaying Agent or, in the case of Book-Entry Common Units, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and shall be in such customary form and have such other provisions as Parent and the Company may ▇▇▇▇▇▇ Parties shall reasonably agree and shall be prepared prior to Closingdetermine) and (iiB) instructions for use of the Letter of Transmittal in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Common Units in exchange for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent a Certificate (or such other evidence, if any, an effective affidavit of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of or Book-Entry Shares, Common Units to the Paying Agent together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or Common Units shall have established be entitled to receive in exchange therefor a check in an amount equal to the reasonable satisfaction product of (x) the number of Common Units represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Common Units multiplied by (y) the Merger Consideration. No interest shall be paid or accrued for the benefit of holders of the Surviving Corporation Certificates or Book-Entry Common Units on the Merger Consideration payable in respect of the Certificates or Book-Entry Common Units. In the event of a transfer of ownership of Common Units that is not registered in the unit transfer register of the Partnership, a check for any cash to be paid upon due surrender of the Certificate may be paid to such Tax either has a transferee if the Certificate formerly representing such Common Units is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable unit transfer or other Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3. (iii) Parent, each Certificate the Surviving Entity and Book-Entry Share the Paying Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Common Units such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”), or any provision of federal, state, local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive (1) the applicable Merger Consideration Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article II, (2) cash having been paid to the holder of Common Units in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswere made.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation Parent and Merger Sub shall cause the Exchange Agent to mail within three (3) Business Days after the Effective Time to each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal in customary form and containing customary provisions (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates (or affidavits of loss in lieu thereof) or transfer of the Uncertificated Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment the Share Consideration payable in respect thereof pursuant to the provisions of this ARTICLE II. Each holder of shares of Company Common Stock that have been converted into the right to receive the Share Consideration shall be entitled to receive the Share Consideration (and any dividends or other distributions payable pursuant to Section 2.06(e)) in respect of the applicable Merger Consideration. Upon shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender of Certificates for cancellation to the Exchange Agent of a Certificate (or affidavits of loss in lieu thereof), together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Booka book-Entry entry transfer of Uncertificated Shares. Until so surrendered or transferred, together with such letter of transmittalas the case may be, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Uncertificated Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Share Consideration (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.3(c2.06(e)) payable in respect thereof pursuant to the provisions of this ARTICLE II. Parent shall instruct the Exchange Agent to pay such Share Consideration and any dividends or other distributions payable pursuant to Section 2.06(e) within five (5) Business Days following the later to occur of (x) the Effective Time and (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or “agent’s message”, and the Certificate (or affidavit of loss in each case without lieu thereof) or Uncertificated Share so surrendered shall be forthwith cancelled. No interest and subject to any applicable withholding Taxesshall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter Each holder of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Common Book- Entry Shares shall be entitled to receive in exchange therefor, subject therefor (i) Common Stock Consideration in the form of separate certificates or share deposit receipts for Acquiring Fund Common Stock and (ii) cash in an amount equal to any required withholding Taxes, the applicable Merger Common Cash Consideration, without interest, for each share of Company formerly represented by such Common Stock surrendered, Certificate or Common Book- Entry Shares (less any required withholding taxes) and any Certificates surrendered such Common Certificate or Common Book-Entry Shares shall forthwith then be cancelled. No interest shall be paid or accrued for the benefit of holders of the Common Certificates or Common Book- Entry Shares on the Common Cash Consideration. (ii) If payment of such the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person person requesting such payment shall have paid any transfer and other Taxes taxes required by reason of the payment of such the Merger Consideration Consideration, as applicable, to a Person person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Acquiring Fund that such Tax tax either has been paid or is not applicable. . (iii) Until surrendered as contemplated by by, and in accordance with, this Section 2.3paragraph 3.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time Date to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article IIparagraph 3. (iv) At any time following the date that is six months after the Effective Date, the Acquiring Fund shall be entitled to require the Paying Agent to deliver to it any funds (2including any interest received with respect thereto) cash which have been deposited with the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares and thereafter such holders shall be entitled to look to the Acquiring Fund (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable (without interest) upon due surrender of their Certificates or Book-Entry Shares. The Acquiring Fund shall pay all charges and expenses, including those of the Paying Agent, in lieu connection with the exchange of Acquired Fund Common Stock for Merger Consideration. None of the Acquiring Fund, the Acquired Fund or the Paying Agent shall be liable to any person in respect of any fractional shares of Parent Common Stock cash delivered to which such holder is entitled a public official pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesabandoned property, escheat or similar law. Any Cash Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Acquiring Fund free and clear of any claims or interests of any person previously entitled thereto. All cash paid in accordance with the terms of this Article 3 in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Acquired Fund Common Stock represented thereby. (v) After the Effective Date, the stock transfer books of the Acquired Fund shall be closed and thereafter there shall be no further registration of transfers of Acquired Fund Common Stock that were outstanding prior to the Effective Date. After the Effective Date, Certificates or Book-Entry Shares presented to the Paying Agent for transfer shall be canceled and exchanged for the Merger Consideration, as applicable, provided for, and in accordance with the procedures set forth in, this Article 3.

Payment Procedures. Promptly (i) As soon as reasonably practicable after Parent’s deposit of the Effective Time (but in no event more than five (5Additional Merger Consideration portion of the Payment Fund pursuant to Section 2.4(a) Business Days thereafter)hereof, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail deliver: (A) to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Sharesa certificate or certificates that, as applicable, immediately prior to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal (whichEffective Time, in the case of represented outstanding shares of Company Common Stock represented by Certificates(each, shall specify a “Certificate”), which holder’s shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (x) a customary form of letter of transmittal (the “Letter of Transmittal”), reasonably acceptable to Parent and the Company, specifying that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) ; and (iiy) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. ; and (B) to each holder of an outstanding Company Stock Option entitled to receive the Option Consideration: (x) an option surrender agreement (an “Option Surrender Agreement”) that shall be in substantially the form attached hereto as Exhibit A; and (y) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent Paying Agent, together with the Letter of Transmittal, duly executed, or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesa book entry transfer, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by Parent or the Exchange Paying Agent), (A) the holder of such Certificates or Book-Entry Shares a Certificate shall be entitled to receive in exchange therefor, subject therefor an amount equal to any required withholding Taxes, the applicable product of the Merger Consideration, without interest, for each share Consideration multiplied by the number of shares of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name formerly represented by the surrendered Certificate or Book-Entry Share is registeredCertificate, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment Certificate so surrendered shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableforthwith be canceled. Until surrendered as contemplated by this Section 2.32.4, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable appropriate amount of Merger Consideration as contemplated by this Article IISection 2.1. In no event shall the holder of any such surrendered Certificate be entitled to receive any interest on any cash to be received in the Merger. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by Parent or the Paying Agent, (2A) the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash that such holder has the right to receive pursuant to the provisions of Section 2.2, and (B) the Company Stock Option so surrendered shall be canceled. Until surrendered in lieu accordance with the provisions of this Section 2.4, each outstanding Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration. In no event shall the holder of any fractional shares of Parent Common Company Stock Option be entitled to which such holder is entitled pursuant receive any interest on any cash to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), be received in each case without interest and subject to any applicable withholding Taxesthe Merger.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five (5) Business Days thereafter)following the Closing Date, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail (x) to each holder of record of Company Common Stock Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (whichwhich shall specify that, in the case of shares of Company Common Stock represented by Certificatescertificated Shares, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange AgentPaying Agent and, upon adherence in the case of Book-Entry Shares, delivery shall be effected only after complying with reasonable delivery procedures established by the Paying Agent and reasonably acceptable to the procedures set forth in the letter of transmittalCompany, and shall be in such form and have such other provisions as Parent and the Company Paying Agent may reasonably agree and shall be prepared prior which are reasonably satisfactory to Closing) the Company), and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment the Merger Consideration and (y) to the extent Parent elects to have the Paying Agent pay amounts payable in respect of the applicable Merger Consideration. Company Stock Options or Restricted Shares, pay to each holder of a Company Stock Option or Restricted Share, a check in an amount due and payable to such holder pursuant to Section 3.3 hereof in respect of such Company Stock Option or Restricted Share. (ii) Upon surrender of Certificates for cancellation to the Exchange Paying Agent or receipt of an “agent’s message” compliance with the reasonable procedures established by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case for delivery of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor a check in an amount equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product of Company Common Stock surrendered, and any (x) the number of Shares represented by such holder’s properly surrendered Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that Shares multiplied by (Ay) the Person requesting Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. Parent and Merger Sub shall pay all stock transfer Taxes with respect to the sale and transfer of any Shares; provided, however, that in the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such exchange present proper evidence of transfer a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, properly endorsed or shall otherwise be in proper form for transfer and (B) or in the Person requesting such payment shall have paid any transfer and other Taxes required by reason case of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established Shares, accompanied by all documents (if any) required to evidence and effect such transfer) and in each case accompanied by evidence to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax either has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3. (iii) The Paying Agent, each Certificate and Book-Entry Share Parent, Merger Sub or the Surviving Corporation shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Shares or holder of Company Stock Options or Restricted Shares, such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”) or any provision of U.S. state or local Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive (1) the applicable Merger Consideration Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article IIhaving been paid to the holder of the Shares or holder of the Company Stock Options or Restricted Shares, (2) cash in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswere made.

Payment Procedures. Promptly after As promptly as practicable following the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Exchange Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal in customary form and containing customary provisions (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates or transfer of the Uncertificated Shares to the Exchange Payment Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the applicable Merger Consideration. Upon shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender of Certificates for cancellation to the Exchange Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Exchange Payment Agent (or such other evidence, if any, of transfer as the Exchange Payment Agent may reasonably request) in the case of Booka book-Entry entry transfer of Uncertificated Shares. Until so surrendered or transferred, together with such letter of transmittalas the case may be, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Uncertificated Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive (1) the applicable Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, (2) . No interest shall be paid or accrued on the cash in lieu payable upon the surrender or transfer of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends Certificate or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesUncertificated Share.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail be mailed to each holder of record as of the Effective Time of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of Company Common Stock or (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2ii) (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificatesbook-entry (“each, a “Book-Entry Share”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (x) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentPayment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (iiy) instructions for use in effecting the surrender of the Certificates or and Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesPayment Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto and such other customary documents as may reasonably be required by pursuant to such instructions, or delivery to the Exchange AgentPayment Agent of an “agent’s message” in respect of Book-Entry Shares (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor a check in the amount of U.S. dollars (after giving effect to any required withholding Taxeswithholdings pursuant to Section 3.10(d)) equal to the product of (x) the number of shares represented by such holder’s properly surrendered Certificates and/or Book-Entry Shares, as applicable, and (y) the applicable per share Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any the Certificates and Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. If payment of The Payment Agent shall accept such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Certificates and transferred Book-Entry Share is registered, it Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be a condition of payment that (A) paid or accrued on the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) Merger Consideration payable upon the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment surrender of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate Certificates and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesShares.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and or Book-Entry Shares, as applicable, Shares whose shares were converted into the right to receive the Exchange Agent in accordance with Merger Consideration pursuant to Section 2.23.1(c) (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates Certificates) or transfer of Book-Entry Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Company may reasonably agree and shall be prepared prior to Closingspecify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates a Certificate or transfer of a Book-Entry Share for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedformerly represented by such Certificate or held in book-entry form, and any Certificates the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A1) the Person requesting such exchange present proper evidence of transfer Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (B2) the Person requesting such payment shall have paid any transfer and other Taxes similar taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.33.2, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article IIIII, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesinterest.

Payment Procedures. Promptly (i) As promptly as reasonably practicable after the Effective Time (but and in no any event more than five (5) within two Business Days thereafter), the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) deliver a letter of transmittal (which, which will be in customary form and reviewed by the case Company prior to delivery) (“Letter of shares of Company Common Stock represented by Certificates, Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing the shares of Company Class A Common Stock represented by such Certificates (the “Certificates”) shall pass, only upon proper delivery of such the Certificates to the Exchange AgentPaying Agent or, in the case of Company Class A Common Stock in book-entry (the “Book-Entry Shares”), upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal), and which shall be in such a customary form and have such other provisions as Parent and agreed to by the Company may reasonably agree and shall be prepared parties prior to Closing) the Closing and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration, to each holder of record, as of immediately prior to the Effective Time, of (A) Certificates or (B) Book-Entry Shares. Each holder of Certificates or Book-Entry Shares may thereafter until the first (1st) anniversary of the Effective Time surrender such Certificates or Book-Entry Shares to the Paying Agent, as agent for such holder, under cover of the Letter of Transmittal, if applicable. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, if applicable, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Exchange Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, Consideration for each share formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share shall then be canceled. No interest shall be paid or accrued for the benefit of Company Common Stock surrendered, and any holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredholder of record of such shares of Company Class A Common Stock, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence shares of transfer Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.33.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesIII.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all as of its Certificates and Book-Entry Shares, as applicable, immediately prior to the Exchange Agent in accordance with Section 2.2) Effective Time (i) a letter of transmittal (which, which shall (A) in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall (B) be in such customary form and have such other provisions as Parent and the Company may reasonably agree and shall (C) be prepared prior to Closingthe Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationConsideration to which such holder is entitled pursuant to this Agreement. Upon Following the Effective Time, upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly and properly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, Consideration for each share of Company Common Stock surrendered, any cash in lieu of fractional shares of Parent Common Stock to which the holder is entitled pursuant to Section 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) (in each case, without interest), and any Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.32.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration Consideration, as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e2.2(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c2.2(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Exchange Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Common Stock Shares represented by book-entry (other than any holder which has previously and properly surrendered all of its Certificates and “Book-Entry Shares”), as applicable, which immediately prior to the Exchange Agent in accordance with Section 2.2Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates or transfer of the Book-Entry Shares to the Exchange Payment Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of the applicable Merger Considerationthis Article II. Upon (i) surrender of Certificates for cancellation to the Exchange Payment Agent or receipt of an “agent’s message” by the Exchange Agent (or to such other evidence, if any, of transfer agent or agents as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesbe appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (and ii) receipt of an “agent’s message” by the Paying Agent (or such other customary documents evidence, if any, of the transfer as the Paying Agent may reasonably be required by request) in the Exchange Agent)case of a transfer of Book-Entry Shares, the holder holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor the Merger Consideration payable in respect thereof pursuant to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share provisions of Company Common Stock surrenderedthis Article II, and any the Certificates so surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it Shares so transferred shall forthwith be a condition of payment that (A) the Person requesting canceled. The Payment Agent shall accept such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate Certificates or Book-Entry Share surrendered Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or shall have established to accrued for the reasonable satisfaction benefit of holders of the Surviving Corporation that such Tax either has been paid Certificates or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.8. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive (1) the applicable Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, but in no event more than five three (53) Business Days thereafter)after the Closing Date, Parent shall, and shall cause the Surviving Corporation shall to, cause the Exchange Paying Agent to mail deliver to each holder record holder, as of record immediately prior to the Effective Time, of (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (other than any holder which has previously and properly surrendered all the “Certificates”) or (B) shares of its Certificates and Company Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry Shares”), as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal (which, in the case “Letter of shares of Company Common Stock represented by Certificates, Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such a customary form (including customary provisions regarding delivery of an “agent’s message” with respect to Book-Entry Shares) and have such other provisions as Parent agreed to by ▇▇▇▇▇▇ and the Company may reasonably agree and shall be prepared prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation to the Exchange Paying Agent of a Certificate and delivery of a duly completed and validly executed Letter of Transmittal and such other customary documents as may be reasonably required by the Paying Agent or in the case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor, therefor the Merger Consideration (subject to Section 3.3(j)) payable in respect of the number of shares formerly evidenced by such Certificate or such Book-Entry Share. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or on any required withholding Taxes, unpaid dividends and other distributions payable in respect of the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelledor Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate record holder of such shares of Company Common Stock or Book-Entry Share is registeredCompany Preferred Stock, as applicable, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.33.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article II, (2) cash payable in lieu respect of any fractional such shares of Parent Company Common Stock or Company Preferred Stock, as applicable, subject to which such holder is entitled pursuant the Surviving Corporation’s obligation (subject to Section 2.3(e6.1) and (3) to pay any dividends or other distributions with a record date prior to the Effective Time which such holder is entitled may have been authorized by the Company and which remain unpaid at the Effective Time (including pursuant to Section 2.3(c3.3(i), in each case without interest and subject to any applicable withholding Taxesas applicable).

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five (5) four Business Days thereafter), Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each Person who was, at the Effective Time, a holder of record a Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) (other than a Share Certificate representing (A) shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent be canceled in accordance with Section 2.22.01(b) or (B) Appraisal Shares, which shall be treated in accordance with Section 2.08) (ix) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by Share Certificates or such Certificates Book-Entry Shares, as applicable, shall pass, only upon proper delivery of such the Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Exchange AgentPaying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingthe Closing Date) and (iiy) instructions for use in effecting the surrender of the Share Certificates or Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the applicable Merger Consideration. Consideration as provided in Section 2.01(c). (ii) Upon surrender delivery of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such a letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions and procedures (and such other customary documents as may be required pursuant to such instructions or as may reasonably be required by the Exchange Paying Agent), and either (A) the surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) or (B) the transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Share Certificates or Book-Entry Shares shall be entitled to receive receive, in exchange therefor, therefor and subject to any required withholding Taxesthe other provisions of this Article II, the applicable Merger Consideration, without interest, Consideration for each share of Company Common Stock surrenderedformerly represented by such Share Certificates or Book-Entry Shares, and any the Share Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.32.02, each Share Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II. (iii) The Persons who were, at the Effective Time, holders of Book-Entry Shares (2other than (i) cash in lieu of any fractional shares of Parent Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.08) held, directly or indirectly, through DTC shall not be required to deliver a Share Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Section 2.3(e) 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and (3) any dividends the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other distributions procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which such holder is the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to Section 2.3(c)to, in each case without interest and subject to the provisions of, this Section 2.02. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, Parent may cause the Paying Agent to pay the Merger Consideration to such Person only if such Share Certificate (if applicable) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable withholding Taxestransfer or similar Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of such Share Certificate have been paid or are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Persons in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Exchange Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Common Stock Shares represented by book-entry (other than any holder which has previously and properly surrendered all of its Certificates and “Book-Entry Shares”), as applicable, which immediately prior to the Exchange Agent in accordance with Section 2.2Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates or transfer of the Book-Entry Shares to the Exchange Payment Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of the applicable Merger Considerationthis Article II. Upon (i) surrender of Certificates for cancellation to the Exchange Payment Agent or receipt of an “agent’s message” by the Exchange Agent (or to such other evidence, if any, of transfer agent or agents as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesbe appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (and ii) receipt of an “agent’s message” by the Payment Agent (or such other customary documents evidence, if any, of the transfer as the Payment Agent may reasonably be required by request) in the Exchange Agent)case of a transfer of Book-Entry Shares, the holder holders of such Certificates or Book-Entry Shares shall be entitled to receive receive, and Parent shall cause the Payment Agent to pay, in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person payable in whose name the surrendered Certificate or Book-Entry respect of each Company Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required formerly represented by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive (1) the applicable Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five (5) Business Days thereafter)Time, Parent and the Surviving Corporation shall cause the Exchange Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than any holder which has previously Dissenting Company Shares) and properly surrendered all (ii) uncertificated shares of its Certificates and Book-Entry Company Common Stock (the “Uncertificated Shares”), as applicablein each case, whose shares were converted into the right to receive the Exchange Agent in accordance with Merger Consideration pursuant to Section 2.2) 3.7 (iA) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Payment Agent), upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and and/or (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry and Uncertificated Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of the applicable Merger Considerationthis Article III. Upon surrender of Certificates for cancellation to the Exchange Payment Agent or receipt of an “agent’s message” by the Exchange Agent (or to such other evidence, if any, of transfer agent or agents as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesbe appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent)thereto, the holder holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or Booksuch other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-Entry entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor, subject therefor an amount in cash equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of shares of Company Common Stock surrenderedrepresented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and any Certificates the transferred Uncertificated Shares so surrendered shall forthwith be cancelledcanceled. If payment The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Merger Consideration is Certificates and Uncertificated Shares pursuant to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 3.8. Until surrendered as contemplated by this Section 2.3so surrendered, each Certificate outstanding Certificates and Book-Entry Share Uncertificated Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive (1) the applicable Merger Consideration as contemplated by Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesIII.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time (Time, but in no event more than five two (52) Business Days thereafter)after the Closing Date, the Surviving Corporation Parent shall cause the Exchange Agent to mail deliver to each holder record holder, as of record immediately prior to the Effective Time, of (A) shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2“Certificates”) or (iB) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificatesbook-entry (“Book-Entry Shares”), in each case, which shares were converted into the right to receive the Merger Consideration at the Effective Time, a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and which shall be in such a customary form and have such other provisions as agreed to by Parent and the Company may reasonably agree and shall be prepared prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 3.1(b)(i). (ii) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Exchange Agent), the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefortherefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, subject to any required withholding Taxesin the aggregate, the applicable Merger Considerationwhole number of shares of Parent Common Stock, without interestif any, for each share that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock surrendered, then held by such holder) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.33.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article IIpayable in respect of such shares of Company Common Stock, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e3.3(h) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c3.3(g), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly after the Effective Time (Time, but in any event no event more later than five (5) Business Days thereafter)business days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) a Merger Share (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon proper delivery of such the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingis customary) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment of the applicable Merger Consideration. Upon (i) surrender of Certificates a Certificate for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificates Certificate or Book-Entry Uncertificated Shares shall be entitled to receive promptly in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedMerger Share formerly represented by such Certificate or Uncertificated Share, and any Certificates the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelledcanceled. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share transferred Uncertificated Shares is registered, it shall be a condition of payment that (Ax) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and (By) the Person requesting such payment shall have paid any transfer and other Taxes (other than income Taxes) required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered in respect thereof or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.32.2, each Certificate and Book-Entry or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesinterest.

Payment Procedures. (i) Promptly after the Effective Time (but and in no any event more not later than five (5) Business Days thereafter)the third business day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder Record Holder, as of record the Effective Time, of Company Common Stock (other than any holder which has previously and properly surrendered all of its an outstanding Certificate or outstanding Certificates and Book-Entry that immediately prior to the Effective Time represented outstanding Shares, as applicablewhich have converted into the right to receive the Per Share Merger Consideration with respect thereto, to the Exchange Agent in accordance with Section 2.2) (i) a form of letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such customary form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) reasonable instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationCertificates. Upon surrender of Certificates for cancellation to the Exchange Paying Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesa Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent)thereto, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefortherefor the Per Share Merger Consideration for each Share formerly represented by such Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third business day following the Effective Time (or, subject to any solely if delivery of a letter of transmittal (which letter of transmittal shall be in customary form and shall have such provisions as the Company and Parent may reasonably agree) by each Record Holder of uncertificated Shares represented by book-entry (“Book-Entry Shares”) is required withholding Taxesby the Paying Agent, promptly following the Paying Agent’s receipt of such letter of transmittal), the applicable Merger Consideration, without interest, Paying Agent shall issue and deliver to each Record Holder of Book-Entry Shares a check or wire transfer for each share the amount of Company Common Stock surrenderedcash that such holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of such Book-Entry Shares, and any such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Per Share Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or if payment of such the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and (B) that the Person requesting such payment shall have paid any transfer and other Taxes taxes required by reason of the payment of such the Per Share Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Surviving Corporation Paying Agent that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.33.2(b), each Certificate and Book-Entry Share (other than with respect to Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Per Share Merger Consideration as contemplated by this Article II3. (ii) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (2“DTC”) to ensure that (i) if the Closing occurs at or prior to 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in lieu immediately available funds equal to the number of any fractional shares Shares other than Excluded Shares held of Parent Common Stock to which record by DTC or such holder is entitled pursuant to Section 2.3(e) nominee as of the Effective Time multiplied by the Per Share Merger Consideration (such amount, the “DTC Payment”), and (3ii) any dividends if the Closing occurs after 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to DTC or other distributions its nominees on the first business day after the Closing Date an amount in cash in immediately available funds equal to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesthe DTC Payment.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no any event more than five within three (53) Business Days thereafter), Parent shall instruct the Surviving Corporation shall cause the Exchange Paying Agent to mail to or otherwise provide each holder of record of shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Excluded Shares) that are (A) represented by Certificates and Book-Entry or (B) Uncertificated Shares, as applicableand are not held, to directly or indirectly, through DTC, notice advising such holders of the Exchange Agent in accordance with Section 2.2effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (i) including a customary letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify transmittal) specifying that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by Certificates or such Certificates Uncertificated Shares shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.10) or the surrender of such Certificates Uncertificated Shares to the Exchange AgentPaying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Uncertificated Shares or such other reasonable evidence, upon adherence if any, of such surrender as the Paying Agent may reasonably request pursuant to the procedures set forth in terms and conditions of the letter of transmittalPaying Agent Agreement), as applicable, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii2) instructions for use in effecting the surrender of the Certificates (or Book-Entry affidavits of loss in lieu of the Certificates, as provided in Section 2.10) or such Uncertificated Shares to the Paying Agent in exchange for payment the Merger Consideration that such holder is entitled to receive as a result of the applicable Merger pursuant to this Article II. (ii) With respect to Uncertificated Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees on the first Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (A) the number of shares of Company Common Stock (other than Excluded Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (B) the Merger Consideration. . (iii) Upon surrender of Certificates for cancellation to the Exchange Paying Agent of the shares of Company Common Stock (other than Excluded Shares) that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.10) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Uncertificated Shares not held through DTC, by book-receipt of an “agent’s message” by the Exchange Paying Agent in connection with the surrender of Uncertificated Shares (or such other reasonable evidence, if any, of transfer surrender with respect to such Uncertificated Shares, as the Exchange Paying Agent may reasonably request) request pursuant to the terms and conditions of the Paying Agent Agreement), in the each case of Book-Entry Sharesthe foregoing clauses (A) and (B) of this Section 2.8(c)(iii), together with pursuant to such letter of transmittalmaterials and instructions contemplated by Section 2.8(c)(i), duly completed and validly executed (C) are Uncertificated Shares held, directly or indirectly, through DTC, in accordance with the instructions (DTC’s customary surrender procedures and such other customary documents procedures as may reasonably be required agreed by the Exchange Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 2.8(c)(ii), the holder of such Certificates Certificate or Book-Entry Shares Uncertificated Share shall be entitled to receive in exchange therefor, subject and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders, an amount in cash in immediately available funds (after giving effect to any required withholding Taxes, Tax withholdings as provided in Section 2.8(e)) equal to the applicable Merger Consideration, without interest, for each share product obtained by multiplying (1) the number of shares of Company Common Stock surrenderedrepresented by such Certificates (or affidavits of loss in lieu of the Certificates, and any Certificates surrendered shall forthwith be cancelled. If payment of as provided in Section 2.10) or such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that Uncertificated Shares by (A2) the Person requesting such exchange present proper evidence of transfer Merger Consideration. Until so surrendered or shall otherwise be in proper form for transfer and (B) transferred, as the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of case may be, each such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Uncertificated Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive (1) the applicable Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, (2) . No interest shall be paid or accrued on the cash in lieu payable upon the surrender or transfer of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends Certificate or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesUncertificated Share.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second (but in no event more than five (52nd) Business Days thereafter)Day following the Effective Time, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail (x) to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the Merger Consideration pursuant to Section 3.1, (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingmutually agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment the Merger Consideration and (y) to each holder of the applicable Merger Consideration. a Company Stock Option or Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 3.3(a) or Section 3.3(b) hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, effective affidavits of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of or Book-Entry Shares, Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor a check in an amount equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock surrendered, and any represented by such holder’s properly surrendered Certificates surrendered shall forthwith be cancelled. If payment (or effective affidavits of such Merger Consideration is to be made to a Person other than the Person loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share is registered, it shall be a condition of payment that Shares multiplied by (Ay) the Person requesting such exchange present proper evidence Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate Certificates or Book-Entry Share surrendered or shall have established Shares. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the reasonable satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3. (iii) The Paying Agent, each Certificate Parent and Book-Entry Share the Company shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of shares of Company Common Stock, Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive (1) the applicable Merger Consideration Governmental Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article II, (2) cash in lieu having been paid to the holder of any fractional shares of Parent Company Common Stock, Company Stock to Options or Company Stock-Based Awards, in respect of which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswere made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time Time, (but in no event more than five (5x) Business Days thereafter), the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingmutually agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment the Merger Consideration and (y) the Surviving Corporation shall pay to each holder of the applicable Merger Consideration. a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 5.5 of this Agreement in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, effective affidavits of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of or Book-Entry Shares, Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange AgentPaying Agent (including a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel (New Version), 1961 (the "Ordinance")) the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor a check in an amount equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product of Company Common Stock surrendered, and any (x) the number of Shares represented by such holder's properly surrendered Certificates surrendered shall forthwith be cancelled. If payment (or effective affidavits of such Merger Consideration is to be made to a Person other than the Person loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share is registered, it shall be a condition of payment that Shares multiplied by (Ay) the Person requesting such exchange present proper evidence Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate Certificates or Book-Entry Share surrendered or shall have established Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the reasonable satisfaction Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) Each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the "Code"), the Ordinance or any provision of U.S. or Israeli state or local law, or any other applicable foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, such Tax either has withheld or deducted amounts shall be (i) paid over to the applicable Governmental Entity and (ii) treated for all purposes of this Agreement as having been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after to the Effective Time to represent only holder of the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash Shares in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswere made.

Payment Procedures. (i) Promptly after the Effective Time (but in no event more later than five four (54) Business Days thereafterafter the Effective Time), the Surviving Corporation shall cause the Exchange Agent to will mail to each holder of record of Company a certificate representing outstanding shares of GPE Common Stock and Westar Common Stock immediately prior to the Effective Time (other than any a “Certificate”) and to each holder which has previously of uncertificated shares of GPE Common Stock and properly surrendered all of its Certificates and Westar Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), as applicablein each case, whose shares were converted into the right to receive the Exchange Agent in accordance with Merger Consideration pursuant to Section 2.2) 2.01(b): (i1) a letter of transmittal (whichtransmittal, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and that risk of loss and title to the shares of Company Common Stock represented Certificates or Book-Entry Shares held by such Certificates shall holder will pass, only upon proper delivery of such Certificates or Book-Entry Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Agent and which shall be in such form and have such other provisions as Parent substance reasonably satisfactory to GPE and the Company may reasonably agree and shall be prepared prior to Closing) and Westar, and (ii2) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Consideration with respect to such shares. (ii) Upon surrender of Certificates for cancellation to to, and acceptance in accordance with Section 2.02(b)(iii) by, the Exchange Agent of a Certificate or receipt Book-Entry Share, the holder thereof will be entitled to the Merger Consideration payable in respect of an “agent’s message” the number of shares of GPE Common Stock or Westar Common Stock formerly represented by the Exchange Agent (such Certificate or Book-Entry Share surrendered under this Agreement. Until such other evidence, if any, of transfer time as the Exchange Agent may reasonably request) in Merger Consideration is issued to or at the case direction of the holder of a surrendered Certificate or Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with Holdco Common Stock that constitutes the instructions Merger Consideration shall not be voted on any matter. (and such other customary documents as may reasonably be required by the iii) The Exchange Agent), the holder of such Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates and Book-Entry Shares in accordance with customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of GPE or Westar or its respective transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to GPE or Westar for transfer, such Certificate of Book-Entry Share shall be entitled to receive canceled against delivery of the Merger Consideration payable in exchange therefor, subject to any required withholding Taxes, respect of the applicable Merger Consideration, without interest, for each share shares of Company GPE Common Stock surrendered, and or Westar Common Stock represented by such Certificate or Book-Entry Share. (v) If any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made remitted to a Person name other than the Person that in whose name the surrendered which a Certificate or Book-Entry Share is registered, it shall no Merger Consideration may be a condition of payment that paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered is properly endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer and or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid (A) pay any transfer and or other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of GPE Common Stock or Westar Common Stock represented by such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and 2.01(b). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Share shall be deemed at any time after Shares on the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash payable in lieu respect of any fractional the shares of Parent GPE Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesWestar Common Stock represented by Certificates or Book-Entry Shares.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail deliver: (A) to each holder record holder, as of record immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2"Certificates") or (i2) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificatesbook-entry ("Book-Entry Shares"), a customary letter of transmittal ("Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentPaying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and which shall be in such a customary form and have such other provisions as agreed to by Parent and the Company may reasonably agree and shall be prepared prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration; and (C) to each holder of a Performance Unit as of the Effective Time a notice setting forth such holders’ rights pursuant to this Agreement. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Exchange Surviving Corporation or the Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of Company Common Stock surrendered, and any holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity ("Person"), other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.32.6(b)(ii), each Certificate and each Book-Entry Share shall shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article ARTICLE II. (iii) Upon cancellation of a Company Stock Option, (2) together with the delivery of the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled has the right to receive pursuant to the provisions of Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes2.3.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but Time, and in no any event more not later than five (5) the third Business Days thereafter)Day following the Closing Date, Parent and the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record record, as of Company the Effective Time, of a certificate or certificates that immediately prior to the Effective Time represented outstanding Common Stock Shares (other than any holder which has previously and properly surrendered all of its Certificates and the "Certificates") or non-certificated outstanding Common Shares represented by book-entry ("Book-Entry Shares"), as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. The form of the letter of transmittal and instructions shall be reasonably agreed upon by Parent and the Company. (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, effective affidavits of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of or Book-Entry SharesShares to the Paying Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject and the Paying Agent shall promptly distribute to any required withholding Taxessuch holder, a check in an amount equal to the applicable Merger Consideration, without interest, for each share product of Company (x) the number of Common Stock surrendered, and any Shares represented by such holder's properly surrendered Certificates surrendered shall forthwith be cancelled. If payment (or effective affidavits of such Merger Consideration is to be made to a Person other than the Person loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share is registered, it shall be a condition of payment that Shares and (Ay) the Person requesting such exchange present proper evidence Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of transfer Certificates (or shall otherwise be effective affidavits of loss in proper form for transfer and (Blieu thereof) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established Shares. In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the reasonable satisfaction of Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. (iii) Notwithstanding any other provision in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any holder of Shares such amounts as are required to be withheld or deducted under the Code or any provision of any applicable Law relating to Taxes with respect to the making of such payment. To the extent that any amounts are so withheld or deducted, such Tax either has withheld or deducted amounts shall be paid over to the applicable Governmental Entity in accordance with applicable Law and treated for all purposes of this Agreement as having been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after to the Effective Time to represent only holder of the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash Shares in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswas made.

Payment Procedures. (i) Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock a Certificate or Certificates (other than any holder which has previously and properly surrendered all or evidence of its Certificates and Book-Entry Shares, as applicable, ) whose shares of Company Common Stock were converted pursuant to Section 2.7(c) into the Exchange Agent in accordance with Section 2.2) right to receive the Merger Consideration (iA) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates or Book-Entry Shares shall pass, only upon proper delivery of such the Certificates or Book-Entry Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an "agent's message" with respect to Book-Entry Shares) as Parent and the Company may reasonably agree and shall be prepared prior to Closingagree) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case surrender of Book-Entry Shares, in each case, to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each Book-Entry Share or share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered, and any Certificates surrendered if applicable, shall forthwith be cancelled. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (Ax) in the Person requesting such exchange present proper evidence case of transfer a Certificate, the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (By) in the case of both a Certificate or a Book-Entry Share, the Person requesting such payment shall have paid any transfer and other Taxes (as defined below) required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.32.8, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration Consideration, without interest, as contemplated by this Article II2. (ii) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (2"DTC") to ensure that (i) if the Closing occurs at or prior to 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in lieu immediately available funds equal to the product of any fractional (x) the number of shares of Parent Company Common Stock held of record by DTC or such nominee immediately prior to which such holder is entitled pursuant to Section 2.3(e) the Effective Time and (3y) any dividends or other distributions to which the Merger Consideration (such holder is entitled pursuant to Section 2.3(camount, the "DTC Payment"), and (ii) if the Closing occurs after 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first (1st) Business Day after the Closing Date an amount in each case without interest and subject cash in immediately available funds equal to any applicable withholding Taxesthe DTC Payment.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock (other than the Company, Parent, Merger Sub, any holder which has previously and properly surrendered all Subsidiary of its Certificates and Book-Entry Sharesthe Company, as applicableParent or Merger Sub, to holders of Company Restricted Stock in respect of such shares of Company Restricted Stock set forth in Section 2.2 of the Exchange Agent in accordance with Section 2.2) Company Disclosure Schedule or holders of Dissenting Shares who have not subsequently withdrawn or lost their rights of appraisal): (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates Certificates) to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company may reasonably agree and shall be prepared prior to Closingspecify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent a Certificate (or upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) message in the case of Book-Entry Shares), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedformerly represented by such Certificate or held in book-entry form, and any Certificates the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (Ax) the Person requesting such exchange present proper evidence of transfer Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (By) the Person requesting such payment shall have paid any transfer and other Taxes similar taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.32.2, each Certificate and or Book-Entry Share (other than Certificates representing Company Common Stock held by the Company, Parent, Merger Sub or any Subsidiary of the Company, Parent or Merger Sub) shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesinterest.

Payment Procedures. Promptly after (i) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver written instruction to its transfer agent (the “Transfer Agent”), with a copy to Acquiror, directing the Transfer Agent to (A) cancel all electronic certificates or other book-entry entitlements representing shares of Company Capital Stock (the “Company Book-Entries”), such cancellation to be effective as of the Effective Time, and (B) at the Closing, deliver to Acquiror and the Payment Agent written confirmation from the Transfer Agent of the cancellation of all Company Book-Entries, effective as of the Effective Time (but in no event more than the “Cancellation Certificate”). (ii) Within five (5) Business Days thereafter), following the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicableClosing Date, to the Exchange extent not previously mailed or otherwise delivered by the Company or any other Person, Acquiror or the Payment Agent in accordance with Section 2.2) (i) shall mail or otherwise deliver a letter of transmittal in the form attached hereto as Exhibit E (whichthe “Letter of Transmittal”) to each non-Withholding Securityholder at the address or e-mail address set forth opposite each such Person’s name on the Payment Spreadsheet. (iii) After receipt by the Payment Agent of a duly completed Letter of Transmittal, applicable tax forms, and any other documents that Acquiror or the Payment Agent may reasonably require in connection therewith, and any original certificate representing shares of Company Capital Stock if such shares are certificated (a “Company Stock Certificate”), and, in the case of shares of a Warrantholder, an executed Warrant Cancellation Agreement (collectively, the “Exchange Documents”), Acquiror shall cause the Payment Agent to pay to each such Securityholder, as the case may be, in exchange therefor, the Merger Consideration then-payable to such Person pursuant to Section 1.3 for such surrendered Company Common Securities, as applicable. Any Company Stock represented by Certificates, shall specify that delivery Certificates surrendered pursuant to this Section 2.3(e) shall be effectedcancelled. No portion of the Merger Consideration shall be paid or payable to any Stockholder, and risk of loss and title Optionholder that is a non-Withholding Securityholder, or Warrantholder until such Person delivers to the shares of Company Common Stock represented by such Certificates shall passPayment Agent validly executed Exchange Documents, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceincluding, if anyapplicable, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesa Company Stock Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (terms and such other customary documents as may reasonably conditions hereof. Further, no portion of the Merger Consideration shall be required paid or payable in respect of any shares of Company Capital Stock represented by the Exchange Agent), the holder of such Certificates or Company Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, Entries until Acquiror and the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment Payment Agent shall have paid any transfer received the Cancellation Certificate. From and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent Time, all Company Stock Certificates and Company Book-Entries shall, for all corporate purposes, evidence only the ownership of the right to receive the cash (1if any) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to into which such holder is entitled Company Securities shall have been converted pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesthe terms of this Agreement.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (but in no event more than five (55th) Business Days thereafter)Day following the Closing Date, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Company Common Stock Shares that were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 3.1(a), (other than A) with respect to any holder which has previously and properly surrendered all of its Certificates and Book-Entry Sharessuch Shares that, as applicable, immediately prior to the Exchange Agent in accordance with Section 2.2) Effective Time, were represented by certificates (i) “Certificates”), a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall otherwise be in such form and have such other provisions as Parent and the Company may mutually reasonably agree and shall be prepared prior to Closing) agree), and (iiB) with respect to any such Shares, whether represented by Certificates or non-certificated Shares represented by book-entry (“Book-Entry Shares”), instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Shares, as applicable, in exchange for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates (or Book-Entry Shares effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefortherefor an amount in cash equal to the product of (x) the number of Shares (other than the Excluded Shares and Dissenting Shares) represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and (y) the Merger Consideration. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, subject to any required withholding Taxesif any, of transfer as the Paying Agent may reasonably request), the applicable Paying Agent shall issue and deliver to each holder of Book-Entry Shares (other than Excluded Shares and Dissenting Shares) a check or wire transfer for an amount in cash (and, in the case of holders of Book-Entry Shares (other than the Excluded Shares and Dissenting Shares) held through The Depository Trust Company, pay and deliver to the Depository Trust Company or its nominees, in respect of each such Book-Entry Share for the benefit of such holders, a cash amount immediately available funds), in each case, equal to the product of (x) the number of Shares represented by such Book-Entry Shares and (y) the Merger ConsiderationConsideration (for the avoidance of doubt, without interest, for each share such holder being required to deliver a Certificate or an executed letter of Company Common Stock surrenderedtransmittal to the Paying Agent), and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued on any amount payable upon due surrender of Certificates surrendered shall forthwith be cancelled(or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition precedent of payment that (A1) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B2) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablerequired to be paid. Until Each Certificate, until surrendered to the Paying Agent as contemplated by this Section 2.3hereby, and each Certificate and Book-Entry Share Share, until paid or surrendered to the Paying Agent as contemplated hereby, shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration in cash, without interest, as contemplated by this Article IIAgreement (other than the Excluded Shares and Dissenting Shares). (iii) The Paying Agent, the Company, Parent, Merger Sub and the Surviving Corporation and each of their Affiliates and any other withholding agent, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (2) cash in lieu the “Code”), or under any provision of state, local or non-U.S. Tax Law with respect to the making of such payment. In the event that Parent determines that any fractional shares of Parent Common Stock such deduction or withholding is applicable other than with regard to which such holder is entitled payroll and wage Tax withholding made pursuant to Section 2.3(e3.3, (A) Parent shall use commercially reasonable efforts to notify the Company prior to the date on which such deduction or withholding is anticipated to occur, and (3B) any dividends Parent and the Company shall reasonably cooperate to minimize or other distributions eliminate such deduction or withholding as permitted by applicable Law. To the extent that amounts are so deducted or withheld and paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable deduction or withholding Taxeswas made.

Payment Procedures. ‌ (i) Promptly after the Effective Time (but in no event more later than five two (52) Business Days thereafterafter the Effective Time), the Surviving Corporation shall cause the Exchange Agent to will mail to each holder of record of a certificate representing outstanding shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, immediately prior to the Exchange Agent in accordance with Section 2.2Effective Time (a “Certificate”) (i) a letter and to each holder of transmittal (which, in the case of uncertificated shares of Company Common Stock represented by Certificatesbook entry immediately prior to the Effective Time (“Book-Entry Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii):‌ (1) a letter of transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates or Book-Entry Shares held by such holder will pass, only upon delivery of such Certificates or Book-Entry Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (2) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.02(b)(iii) by, the Exchange Agent of a Certificate or Book-Entry Share, the holder thereof will be entitled to the Merger Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share surrendered under this Agreement. Until such time as the Merger Consideration is issued to or at the direction of the holder of a surrendered Certificate or Book-Entry Shares, the Parent Common Stock that constitutes a portion thereof shall not be voted on any matter. (iii) The Exchange Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates and Book- Entry Shares in accordance with customary exchange practices.‌ (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book- Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates Certificate or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent Share. (or such other evidence, if any, of transfer as the Exchange Agent may reasonably requestv) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to If any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made remitted to a Person name other than the Person that in whose name the surrendered which a Certificate or Book-Entry Share is registered, it shall no Merger Consideration may be a condition of payment that paid in exchange for such surrendered Certificate or Book- Entry Share unless: (1) either (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered is properly endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer and or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid (A) pay any transfer and or other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.or

Payment Procedures. Promptly (a) Prior to the Closing, Buyer shall (A) select a nationally recognized bank or trust company reasonably acceptable to Company to act as paying agent for the payment of the Consideration (the “Paying Agent”) and (B) enter into a Paying Agent agreement, in form and substance reasonably acceptable to Company, with the Paying Agent. On the Closing Date, Buyer shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the Company Shareholders, cash in an amount equal to the aggregate Consideration. All cash deposited with the Paying Agent pursuant to the preceding sentence shall hereinafter be referred to as the “Payment Fund”. (b) As promptly as reasonably practicable after the Effective Time Time, and in any event within three (but in no event more than five (53) Business Days thereafter)after the Effective Time, Buyer shall direct the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Stock Shares (other than any holder which has previously and properly surrendered all of its Certificates and the “Certificates”) or non-certificated Company Shares represented by book-entry (the “Book-Entry Shares, as applicable, ”) that is entitled to receive the Exchange Agent in accordance with Section 2.2) (i) Consideration pursuant to ‎Section 2.1 a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and have such other provisions as Parent Buyer and the Company Paying Agent may reasonably agree and specify. The Paying Agent agreement shall require that each holder of Company Shares that have been converted into the right to receive the Consideration shall be prepared prior entitled to Closing) and (ii) instructions for use receive the Consideration in effecting the surrender respect of the Certificates or Book-Entry Company Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation represented by a Certificate, within two (2) Business Days upon delivery to the Exchange Paying Agent of a duly completed and validly executed letter of transmittal, or receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares, together with and, in each case, delivery to the Paying Agent of such letter other documents as may be reasonably requested by the Paying Agent. The Paying Agent shall accept such letters of transmittal, duly completed and validly executed in accordance “agent’s message” with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or respect to Book-Entry Shares shall be entitled or other documents upon compliance with such reasonable terms and conditions as the Paying Agent may impose to receive effect orderly payments of the Consideration in accordance with normal exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelledpractices. If payment of such Merger the Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of precedent to payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person person requesting such payment shall have paid (and provided all requested documentation thereof) any transfer and other similar Taxes required by reason of the payment of such Merger the Consideration to a Person person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Buyer and the Surviving Corporation Paying Agent that such Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.3, each Payment of the Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II‎Article III, without interest thereon. Any portion of the Payment Fund which has not been transferred to the holders of Company Shares within twelve (212) cash months of the Effective Time shall be delivered to Buyer or its designee(s) promptly upon request by ▇▇▇▇▇, it being understood that no such delivery shall affect any legal right that a Company Shareholder may have to receive the Consideration. None of Buyer, Parent, Company or the Paying Agent or any of their respective Affiliates or Representatives or agents shall be liable to any Person in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and Consideration (3) any or dividends or other distributions with respect thereto) from the Payment Fund delivered to which such holder is entitled a public official pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesabandoned property, escheat or similar Law. (ii) At the Effective Time, the share transfer books of Company shall be closed and thereafter (other than to record the transfer of Company Shares to Buyer or its designate in accordance with this Agreement) there shall be no further registration of transfers of Company Shares on the records of Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Shares formerly represented thereby except as otherwise provided for herein. If, after the Effective Time, Certificates or Book-Entry Shares are presented to Buyer, Parent, Company or the Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Agreement. (iii) In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof (such affidavit to be in a form reasonably satisfactory to Buyer and the Paying Agent), the Consideration payable in respect thereof pursuant to ‎Section 2.1; provided, however, that Buyer may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such reasonable and customary amount as Buyer may direct as indemnity against any claim that may be made against Parent, Buyer and their respective Subsidiaries or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail deliver: (A) to each holder record holder, as of record the Effective Time, of (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2“Certificates”) or (iii) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificatesbook-entry (“Book-Entry Shares”), a letter of transmittal (“Letter of Transmittal”) (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentPaying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and which shall be in such form and have such other provisions as Parent and the Company Surviving Corporation may reasonably agree and shall be prepared prior to Closingspecify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration therefor. (B) to each holder of a Company Stock Option (x) an option surrender agreement (“Option Surrender Agreement”) which shall be in such form and have such provisions as the Surviving Corporation may reasonably specify; and (y) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Exchange Agent)pursuant to such instructions, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefore the applicable Merger Consideration, without interest, Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of Company Common Stock surrendered, and any holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3hereby, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article ARTICLE II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, (2A) the holder of the Company Stock Option shall be entitled to receive in exchange therefore the amount of cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled has the right to receive pursuant to the provisions of Section 2.3(e) 2.2; and (3B) the Company Stock Option so surrendered shall be canceled. Until surrendered in accordance with the provisions of this Section 2.4, each Company Stock Option shall be deemed at any dividends or other distributions time after the Effective Time to which such holder is entitled pursuant represent for all purposes only the right to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesreceive the Option Consideration.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (but in no event more than five (55th) Business Days thereafter)Day following the Closing Date, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock Shares represented by Certificates whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree and shall be prepared prior to Closing) agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates (or Book-Entry Shares effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefortherefor an amount in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and (y) the Merger Consideration. As soon as reasonably practicable after the later to occur of (i) the Effective Time, and (ii) to the extent required by the Paying Agent, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), Parent shall cause the Paying Agent to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for an amount in cash equal to the product of (x) the number of Shares that are represented by such holder’s Book-Entry Shares and (y) the Merger Consideration, in each case, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall then be cancelled. No interest shall be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or cancellation of Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration upon due surrender of a Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stamp, stock transfer or similar Taxes have been paid or are not applicable. (iii) Notwithstanding anything herein to the contrary, the Paying Agent, the Company, the Surviving Corporation, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent (without duplication) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of applicable U.S. state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Notwithstanding anything herein to the contrary, any compensatory amounts payable to any current or former employee of the Company pursuant to or as contemplated by this Agreement shall be remitted to the applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, or, at the election of the Company, through a payroll agent, in either case subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate deductions or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswithholdings.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five (5) Business Days thereafter)Time, Parent and the Surviving Corporation shall cause the Exchange Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (ii) book-entry security entitlements to or other uncertificated shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry the “Uncertificated Shares”), as applicablein each case, whose shares were converted into the right to receive the Exchange Agent in accordance with Merger Consideration pursuant to Section 2.2) 2.7 (iA) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Payment Agent), upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and and/or (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry and Uncertificated Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of the applicable Merger Considerationthis Article II. Upon surrender of Certificates for cancellation to the Exchange Payment Agent or receipt of an “agent’s message” by the Exchange Agent (or to such other evidence, if any, of transfer agent or agents as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesbe appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent)thereto, the holder holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or Booksuch other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-Entry entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor, subject therefor an amount in cash equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of shares of Company Common Stock surrenderedrepresented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and any Certificates the transferred Uncertificated Shares so surrendered shall forthwith be cancelled. If payment The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Merger Consideration is Certificates and Uncertificated Shares pursuant to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.3so surrendered, each Certificate outstanding Certificates and Book-Entry Share Uncertificated Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive (1) the applicable Merger Consideration as contemplated by Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five (5) the third Business Days thereafter)Day following the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock Units whose Units were converted into the Merger Consideration pursuant to Section 2.1(a), (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, in the case “Letter of shares of Company Common Stock represented by Certificates, Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates (or effective affidavits of loss in lieu thereof) to the Exchange AgentPaying Agent or, in the case of Book-Entry Units, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and shall be in such customary form and have such other provisions as Parent and the Company may Partnership Parties (acting through the Special Committee) shall reasonably agree and shall be prepared prior to Closingdetermine) and (iiB) instructions for use in effecting the surrender surrendering Certificates (or effective affidavits of the Certificates loss in lieu thereof) or Book-Entry Shares Units in exchange for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent a Certificate (or such other evidence, if any, an effective affidavit of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled Units to receive in exchange thereforthe Paying Agent, subject to any required withholding Taxesaccompanied by a properly completed Letter of Transmittal, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share Units shall be deemed at any time entitled to receive promptly after the Effective Time but in any event within ten (10) Business Days after such surrender a check in an amount equal to represent only the right to receive product of (1x) the applicable number of Units represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Units multiplied by (y) the Merger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Units on the Merger Consideration payable in respect of the Certificates or Book-Entry Units. In the event of a transfer of ownership of Units that is not registered in the unit transfer register of the Partnership, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Units is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable unit transfer or other Taxes have been paid or are not applicable. (iii) Parent, the Surviving Entity and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Unitholder such amounts as contemplated by are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Article II, (2) cash Agreement as having been paid to the Unitholder in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswere made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Paying Agent and otherwise shall be in such form and have such other provisions as Parent and the Company may reasonably agree and mutually agree) (provided that if the Paying Agent does not customarily require a letter of transmittal with respect to book-entry shares, no letter of transmittal shall be prepared prior required to Closing) be mailed to such holders), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation to the Exchange Agent (or receipt effective affidavits of loss in lieu thereof) or delivery of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case respect of Book-Entry Shares, Shares to the Paying Agent together with such letter of transmittaltransmittal (if required), duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor an amount in cash in U.S. dollars equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product of Company Common Stock surrendered, and any (x) the number of Shares formerly represented by such holder’s properly surrendered Certificates surrendered shall forthwith be cancelled. If payment (or effective affidavits of such Merger Consideration is to be made to a Person other than the Person loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share is registered, it shall be a condition of payment that Shares multiplied by (Ay) the Person requesting such exchange present proper evidence Merger Consideration, subject to all required Tax withholding as provided in Section 2.2(b)(iii). No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event that any transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required become payable by reason of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or otherwise because of the payment of such the Merger Consideration to a Person in any name other than that of the registered holder holder, cash in U.S. dollars to be paid upon due surrender of such the Certificate or Book-Entry Share surrendered or shall have established may be paid to the reasonable satisfaction holder or transferee with respect to such Shares if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any such Taxes have been paid or are not applicable. (iii) Each of the Paying Agent, the Company and the Surviving Corporation (without duplication) shall be entitled to deduct and withhold from amounts otherwise payable under this Agreement, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such Tax either has withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after to the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash person in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswas made.

Payment Procedures. Promptly after Prior to the Effective Time (but in no event more than five (5) Business Days thereafter)Closing, the Surviving Corporation BiteSquad shall mail or otherwise deliver, or shall cause the Exchange Agent to mail or otherwise deliver, to each holder of record of Company Common BiteSquad Unitholder and In-the-Money Incentive Unitholder entitled to receive Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry SharesConsideration pursuant to Section 3.4(b) or Section 3.4(c), as applicablethe case may be, a letter of transmittal to be agreed upon by the Parties and the Exchange Agent prior to the Closing, which shall include the Registration Rights Agreement and the Stockholder Lockup Agreement (the “BiteSquad Letter of Transmittal”) together with any notice required pursuant to the MN LLC Act or Section 262 of the DGCL. Subject to the satisfaction of the conditions in Article VII, in the event that at least three (3) Business Days prior to the Closing Date, a BiteSquad Unitholder or In-the-Money Incentive Unitholder does not deliver to the Exchange Agent in accordance with Section 2.2) (i) a letter duly executed and completed BiteSquad Letter of transmittal (whichTransmittal, in then such failure shall not alter, limit or delay the case Closing; provided, that such BiteSquad Unitholder or In-the-Money Incentive Unitholder shall not be entitled to receive its respective Stock Portion until such Person delivers a duly executed and completed BiteSquad Letter of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title Transmittal to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper Exchange Agent. Upon delivery of such Certificates duly executed BiteSquad Letter of Transmittal, which shall include a duly executed Registration Rights Agreement and Stockholder Lockup Agreement, by such BiteSquad Unitholder or In-the-Money Incentive Unitholder to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates BiteSquad Unitholder or BookIn-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Bookthe-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares Money Incentive Unitholder shall be entitled to receive in exchange thereforreceive, subject to any required withholding Taxesthe terms and conditions of this Agreement, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate respect of his, her or Bookits Membership Interests and In-Entry Share is registered, it shall be a condition the-Money Incentive Units referenced in such BiteSquad Letter of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableTransmittal. Until surrendered as contemplated by this Section 2.33.6, each Certificate Membership Interest and BookIn-Entry Share the-Money Incentive Unit shall be deemed at any time all times after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder BiteSquad Unitholder or In-the-Money Incentive Unitholder is entitled pursuant to this Article III. Any portion of the Exchange Agent Fund that remains undistributed to the BiteSquad Unitholders and In-the-Money Incentive Unitholders twelve (12) months after the Effective Time shall be delivered to the Surviving Company and any BiteSquad Unitholder or In-the-Money Incentive Unitholder that has not previously complied with this Section 2.3(e3.6(a) and prior to the end of such twelve (3) any dividends or other distributions 12)-month period shall remain entitled to payment of its applicable portion of the Merger Consideration but will thereafter look only to the Surviving Company for such payment, for which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesthe Surviving Company shall remain obligated.

Payment Procedures. Promptly (i) Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to pay the Company Stockholders that are entitled to receive the Offer Price pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) in compliance with the terms of this Agreement. (ii) Each holder of record of one (1) or more non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (but and in no event more later than five (5) Business Days thereafterafter the Effective Time), the Surviving Corporation shall cause the Exchange Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) Shares not held through The Depository Trust Company (iA) a letter of transmittal (whichtransmittal, which shall be in a customary form reasonably acceptable to the case of shares of Company Common Stock represented by Certificates, and Parent prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the shares of Book-Entry Shares not held through The Depositary Trust Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates Book-Entry Shares to the Exchange Paying Agent, upon adherence shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to the procedures set forth in the letter such holder’s ownership of transmittal, Company Shares and shall otherwise be in such form and have such other provisions as Parent and the Company may Paying Agent shall reasonably agree and shall be prepared prior to Closingupon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender returning such Letter of the Certificates or Book-Entry Shares Transmittal in exchange for payment the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the applicable Merger ConsiderationCompany prior to the Effective Time. Upon surrender delivery of Certificates for cancellation to the Exchange Agent or receipt such Letter of an “agent’s message” by the Exchange Agent (or such other evidenceTransmittal, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (terms of such Letter of Transmittal, duly executed and such other customary documents as may reasonably be required by the Exchange Agent)in proper form, the holder of such Certificates or Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefortherefor the Merger Consideration, for each such Book-Entry Share (subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedTax withholdings as provided in Section 3.8(e)), and any Certificates such Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. If payment Payment of such the Merger Consideration is with respect to Book-Entry Shares shall only be made to a Person other than the Person in whose name the surrendered Certificate or such Book-Entry Share is registered, it Shares are registered immediately prior to the Effective Time. No interest shall be a condition paid or accrued on any amount payable upon due surrender of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been Shares. Until paid or is not applicable. Until surrendered as contemplated by this Section 2.3hereby, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article IIAgreement, (2) cash except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in lieu accordance with and to the extent provided by Section 262 of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends the DGCL, or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesCanceled Company Shares.

Payment Procedures. (i) Promptly after following the Effective Time (but and in no any event more than five within three (53) Business Days thereafterDays), Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail or otherwise disseminate to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all holders of its Certificates and Book-Entry Excluded Shares), as applicable, of immediately prior to the Exchange Agent Effective Time, of (A) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares and (B) uncertificated Company Shares (the “Uncertificated Shares”), in accordance with each case, whose Company Shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.2) 2.7 (ix) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Paying Agent), upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and and/or (iiy) instructions for use in effecting the surrender of the Certificates (or Book-Entry affidavits and indemnities of loss (if required by the Paying Agent) in lieu of the Certificates as provided in Section 2.11) and Uncertificated Shares in exchange for payment the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of the applicable Merger Considerationthis Article II. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor a check in an amount equal to (x) the number of Company Shares represented by such Share Certificate (or affidavit and such other customary documents as may reasonably be indemnity of loss (if required by the Exchange Paying Agent) in lieu of the Share Certificate as provided in Section 2.11) multiplied by (y) the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the holder Certificates so surrendered shall forthwith be canceled. Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares have been canceled, the holders of such Certificates or Book-Entry Uncertificated Shares shall be entitled to receive in exchange thereforfor the cancellation of such Uncertificated Shares a check in an amount equal to (x) the number of such Uncertificated Shares multiplied by (y) the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), subject and the Uncertificated Shares shall forthwith be canceled. The Paying Agent shall accept such Certificates and such confirmation by the Company with respect to any required withholding Taxesthe Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the applicable Effective Time, to evidence only the right to receive the Per Share Merger Consideration, without interestinterest thereon, for each share payable in respect thereof pursuant to the provisions of this Article II. (ii) Prior to the Effective Time, Parent and the Company Common Stock surrendered, shall establish procedures with the Paying Agent and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is the Depositary to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment ensure that (A) the Person requesting such exchange present proper evidence Paying Agent will transmit to the Depositary at the Effective Time an amount in cash in immediately available funds equal to the product of transfer or shall otherwise be in proper form for transfer (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares) and (y) the Per ADS Merger Consideration; and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of Depositary will distribute the payment of such Per ADS Merger Consideration to a Person ADS holders pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares) upon surrender by them of the ADSs. The Surviving Corporation will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding Taxes if any) due to or incurred by the Depositary in connection with distribution of the Per ADS Merger Consideration to ADS holders (other than the registered holder of such Certificate or Book-Entry Share surrendered or ADS cancellation fee, which shall have established be paid pursuant to the reasonable satisfaction Deposit Agreement). No interest shall be paid or accrued for the benefit of holders of the Surviving Corporation that such Tax either has been paid Certificates, Uncertificated Shares or is not ADSs on the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable. Until surrendered as contemplated by , payable in respect thereof pursuant to this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes2.8.

Payment Procedures. (i) Promptly after the Effective Time (but in no event more later than five two (52) Business Days thereafterafter the Effective Time), the Surviving Corporation shall cause the Exchange Paying Agent to will mail to each holder of record of a certificate representing outstanding shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, immediately prior to the Exchange Agent in accordance with Section 2.2Effective Time (a “Certificate”) (i) a letter and to each holder of transmittal (which, in the case of uncertificated shares of Company Common Stock represented by Certificatesbook entry immediately prior to the Effective Time (“Book-Entry Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii): (1) a letter of transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates or Book-Entry Shares held by such holder will pass, only upon delivery of such Certificates or Book-Entry Shares to the Paying Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (2) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.02(b)(iii) by, the Paying Agent of a Certificate or Book-Entry Share, the holder thereof will be entitled to the Merger Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share surrendered under this Agreement. (iii) The Paying Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange of the Certificates and Book-Entry Shares in accordance with customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates Certificate or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent Share. (or such other evidence, if any, of transfer as the Exchange Agent may reasonably requestv) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to If any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made remitted to a Person name other than the Person that in whose name the surrendered which a Certificate or Book-Entry Share is registered, it shall no Merger Consideration may be a condition of payment that paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered is properly endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer and or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid (A) pay any transfer and or other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and 2.01(a)(ii). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Share shall be deemed at any time after Shares on the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash payable in lieu respect of any fractional the shares of Parent Company Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends represented by Certificates or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesBook-Entry Shares.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) two Business Days thereafter), the Surviving Corporation Company shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) Former Holder (i) a letter of transmittal in form and substance reasonably satisfactory to Parent and Shareholders’ Representative (whichwhich shall include, among other things, an executed consent to the appointment of the Shareholders’ Representative, a release in favor of the case Company and its Subsidiaries and customary representations and warranties, including with respect to ownership of shares of the Company Common Stock represented by CertificatesShares and Options, shall specify that delivery shall be effectedas applicable, free and risk clear of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingall Liens) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of such Former Holder’s allocable portion of the applicable Aggregate Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or Book-Entry Shares, receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), the holder Former Holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxestaxes, the applicable such Former Holder’s allocable portion of Aggregate Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates Share surrendered shall forthwith be cancelledin accordance with this Agreement. If any payment of such a Former Holder’s allocable portion of the Aggregate Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes taxes required by reason of the payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Company that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.32.3(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable allocable portion of the Aggregate Merger Consideration attributable to such Book-Entry Share as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesinterest.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation Investment shall cause the Exchange Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Cash Merger Consideration pursuant to Section 2.1(a): (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, which shall be in the case of shares of Company Common Stock represented a form determined by Certificates, Investment) and shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates Shares entitled to receive the Cash Merger Consideration shall pass, only upon proper delivery of such Certificates Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceshare certificates, if any, representing the Shares (the “Certificates”) pursuant to such letter of transfer transmittal (or affidavits and indemnities of loss in lieu of the Certificates as provided in Section 2.3(f)). Promptly after a Dissenting Shareholder (as defined below) has effectively withdrawn or lost his, her or its rights to dissent from the Exchange Merger and to receive payment of the fair value of its Dissenting Shares under the Act, Investment shall cause the Paying Agent may reasonably requestto mail to such Dissenting Shareholder such letter of transmittal and instructions. (ii) Subject to the surrender to the Paying Agent (where applicable) of an issued certificate (or affidavits and indemnities of loss in lieu of the Certificates as provided in Section 2.3(g)) for cancellation (in the case of Book-Entry Shares, together with Shares entitled to receive the Cash Merger Consideration represented by a certificate) and such letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may reasonably be required by the Exchange Agent), the A) each registered holder of such Certificates or Book-Entry Shares represented by such Certificate shall be entitled to receive a check in exchange therefor, subject therefor an amount equal to any required withholding Taxes, (x) the applicable number of Shares entitled to receive the Cash Merger Consideration, without interest, for each share Consideration represented by such certificate (or affidavit and indemnity of Company Common Stock surrenderedloss in lieu of the Share Certificate as provided in Section 2.3(f)) multiplied by (y) the Cash Merger Consideration per Share, and any Certificates certificate so surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer marked as cancelled and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the each registered holder of such Certificate or Book-Entry Share surrendered or Shares that are not represented by a certificate (the “Uncertificated Shares”) shall have established be entitled to receive a check in exchange therefor an amount equal to (x) the number of Uncertificated Shares multiplied by (y) the Cash Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, a check for any cash to be exchanged upon due surrender of the certificate may be issued to such transferee if the certificates (if any) which immediately prior to the reasonable satisfaction of Effective Time represented such shares are presented to the Surviving Corporation Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that such Tax either has any applicable share transfer taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock a Certificate or Certificates (other than any and each holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, ) whose shares of Company Common Stock were converted pursuant to Section 3.1(c) into the Exchange Agent in accordance with Section 2.2) right to receive the Merger Consideration (i) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates or Book-Entry Shares shall pass, only upon proper delivery of such the Certificates or Book-Entry Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other provisions (including customary representations and warranties of the applicable holder and customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Company may reasonably agree and shall be prepared prior to Closingspecify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case surrender of Book-Entry Shares, in each case, to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each Book-Entry Share or share of Company Common Stock formerly represented by such Certificates, and the Certificates so surrendered, and any Certificates surrendered if applicable, shall forthwith be cancelled. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (Ai) in the Person requesting such exchange present proper evidence case of transfer a Certificate, the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (Bii) in the case of both a Certificate or a Book-Entry Share, the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.33.2, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article IIIII, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesinterest.

Payment Procedures. Promptly after the Effective Time (but in no ------------------ event more than five ten (510) Business Days business days thereafter), the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "Certificate" and collectively, the "Certificates") which ----------- ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal in customary form (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Agent), upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment the Merger Consideration payable in respect of such Certificates and any dividends and other distributions to which the applicable Merger Considerationholder of such Certificates is entitled pursuant to Section 2.11 hereof. Upon ------------ surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or to such other evidence, if any, of transfer agent or agents reasonably acceptable to the Company as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesbe appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Exchange Agent)pursuant to such instructions, the holder of each such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor, subject therefor the Merger Consideration payable in respect of the Company Shares represented by such Certificate and any dividends and other distributions to any required withholding Taxes, which the applicable Merger Consideration, without interest, for each share holder of Company Common Stock surrenderedsuch Certificates is entitled pursuant to Section 2.11 hereof, and any Certificates the ------------ Certificate so surrendered shall forthwith be cancelled. If payment The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the cash payable upon the surrender of such Merger Consideration is Certificates pursuant to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.3so ----------- surrendered, each Certificate and Book-Entry Share outstanding Certificates shall be deemed at any time from and after the Effective Time to represent evidence only the right to receive (1) the applicable Merger Consideration as contemplated by payable in respect of the Company Shares formerly represented thereby pursuant to the terms of this Article II, (2) cash in lieu II and any dividends and other distributions to ---------- which the holder of any fractional shares of Parent Common Stock to which such holder Certificates is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes2.11 ------------ hereof.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five (5) the second Business Days thereafter)Day following the Closing Date, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree and shall be prepared prior to Closing) agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, effective affidavits of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of or Book-Entry SharesShares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor an amount in cash equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product of Company Common Stock surrendered, and any (x) the number of Shares represented by such holder’s properly surrendered Certificates surrendered shall forthwith be cancelled. If payment (or effective affidavits of such Merger Consideration is to be made to a Person other than the Person loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share is registered, it Shares and (y) the Merger Consideration. No interest shall be a condition paid or accrued on any amount payable upon due surrender of payment that Certificates (Aor effective affidavits of loss in lieu thereof) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the reasonable satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered . (iii) The Paying Agent, the Company, Parent and Merger Sub, as contemplated by this Section 2.3applicable, each Certificate and Book-Entry Share shall be deemed at entitled to deduct and withhold from any time after amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so deducted or withheld and paid over to receive (1) the applicable Merger Consideration relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as contemplated by this Article II, (2) cash having been paid to the Person in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends deduction or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswas made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five (5) Business Days thereafter)following the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, a customary letter of transmittal, agreed to by Parent and the Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, prior to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal (whichClosing, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock certificates that immediately prior to the Effective Time represented by such Certificates Shares (“Certificates”) shall pass, only upon proper delivery of such Certificates to the Exchange Agent, Paying Agent (or delivery of effective affidavits of loss in lieu thereof in accordance with Section 2.2(g)) or upon adherence to the procedures set forth in relating to transfer and the risk of loss with respect to non-certificated Shares represented by book-entry (“Book-Entry Shares”). Such letter of transmittal, and transmittal shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) contain instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such Shares, in exchange for the Merger Consideration. (ii) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (A) if the Closing occurs at or prior to 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to (x) the product of (1) the number of Common Shares (other than any Shares held by Dissenting Stockholders, if any) held of record by DTC or such nominee immediately prior to the Effective Time and (2) the Common Stock Merger Consideration plus (y) the product of (1) the number of Preferred Shares (other than any Shares held by Dissenting Stockholders, if any) held of record by DTC or such nominee immediately prior to the Effective Time and (2) the Preferred Stock Merger Consideration (such amount, the “DTC Payment”), and (B) if the Closing occurs after 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee promptly on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment. (iii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefortherefor payment in an amount equal to the product of (x) the number of Common Shares or Preferred Shares, as applicable, formerly represented by such holder’s properly surrendered Certificates (or subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share such effective affidavits of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share is registered, it shall be a condition of payment that Shares multiplied by (Ay) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Common Stock Merger Consideration to a Person other than the registered holder or Preferred Stock Merger Consideration, as applicable. No interest will be paid or accrued on any amount payable upon due surrender of such Certificate Certificates (or delivery of effective affidavits of loss in lieu thereof) or Book-Entry Share surrendered Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or shall have established stock records of the Company, payment for any cash to be paid upon compliance with the procedures described above may be paid to such a transferee if the applicable letter of transmittal is presented to the reasonable satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer or other Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3. (iv) The Surviving Corporation, each Certificate Parent and Book-Entry Share the Paying Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Shares or holder of Company Stock Options such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive (1) the applicable Merger Consideration Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article IIhaving been paid to the holder of the Shares or holder of the Company Stock Options, (2) cash in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) deduction and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxeswere made.

Payment Procedures. Promptly after the Effective Time (but in any event no event more later than five (5) Business Days thereafter)business days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) a Merger Share (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon proper delivery of such the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingis customary) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment of the applicable Merger Consideration. Upon (i) surrender of Certificates a Certificate for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificates Certificate or Book-Entry Uncertificated Shares shall be entitled to receive promptly in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedMerger Share formerly represented by such Certificate or Uncertificated Share, and any Certificates the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelledcanceled. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share transferred Uncertificated Shares is registered, it shall be a condition of payment that (Ax) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and (By) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered in respect thereof or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.32.2, each Certificate and Book-Entry or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash without interest. If payment of the Merger Consideration is to be made to the trustee of the rabbi trusts established for the Deferred Compensation Plans, the trustee shall promptly distribute the Merger Consideration in lieu accordance with the terms of any fractional the Deferred Compensation Plans and applicable trust agreements. Notwithstanding the foregoing, as to holders of Restricted Stock, Parent shall cause the Paying Agent to distribute the Merger Consideration allocable to such shares of Parent Common Restricted Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled the Company for payment as Adjusted Award Consideration pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to pay the Company Stockholders that are entitled to receive the Closing Amount pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) and to pay the holders of Company Preferred Stock that are entitled to receive the Preferred Closing Consideration in respect thereof in accordance with this Article III, in each case, in compliance with the terms of this Agreement. (ii) As soon as practicable after the Effective Time (but and in no event more later than five three (53) Business Days thereafterafter the Effective Time), Parent or the Surviving Corporation shall cause the Exchange Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Company Common Shares or shares of Company Preferred Stock represented by certificates (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Sharesthe “Certificates”) that is entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i) or Preferred Closing Consideration pursuant to Section 3.7(i), as applicable, to the Exchange Agent in accordance with Section 2.2) : (iA) a letter of transmittal (whichtransmittal, which shall be in a customary form reasonably acceptable to the case of shares of Company Common Stock represented by Certificates, and Parent prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentPaying Agent (or effective affidavits of loss in lieu thereof in accordance with Section 3.10), upon adherence shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to the procedures set forth in the letter such holder’s ownership of transmittalCompany Shares or Company Preferred Stock, as applicable, and shall otherwise be in such form and have such other provisions as Parent Parent, the Company and the Company may Paying Agent shall reasonably agree and shall be prepared prior to Closingupon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender of the Certificates (or Book-Entry Shares affidavits of loss in lieu thereof) in exchange for payment of the applicable Merger Consideration or Preferred Closing Consideration, as applicable, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof) to the Exchange Paying Agent or to such other agent or agents as may be appointed in writing by ▇▇▇▇▇▇ Sub, and upon delivery of a Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates shall be entitled to receive the Merger Consideration or the Preferred Closing Consideration, as applicable, for each Company Share or share of Company Preferred Stock formerly represented by such Certificates (subject to any required Tax withholdings as provided in Section 3.8(e)), and any Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration or the Preferred Closing Consideration, as applicable, as contemplated by this Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL, or any Canceled Company Shares. (iii) Each holder of record of one (1) or more non-certificated Company Shares or shares of Company Preferred Stock represented by book-entry (“Book-Entry Shares”) held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares or shares of Company Preferred Stock were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” by the Exchange Agent (or such other evidence, if any, evidence of transfer or surrender as the Exchange Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the case Merger Consideration or Preferred Closing Consideration, as applicable, for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry SharesShares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration or Preferred Closing Consideration, together with as applicable, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (terms of such Letter of Transmittal, duly executed and such other customary documents as may reasonably be required by the Exchange Agent)in proper form, the holder of such Certificates or Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefortherefor the Merger Consideration or Preferred Closing Consideration, as applicable, for each such Book-Entry Share (subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedTax withholdings as provided in Section 3.8(e)), and any Certificates such Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. If payment Payment of such the Merger Consideration is or Preferred Closing Consideration, as applicable, with respect to Book-Entry Shares shall only be made to a Person other than the Person in whose name the surrendered Certificate or such Book-Entry Share is registered, it shall Shares are registered immediately prior to the Effective Time. No interest will be a condition paid or accrued on any amount payable upon due surrender of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been Shares. Until paid or is not applicable. Until surrendered as contemplated by this Section 2.3hereby, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration or Preferred Closing Consideration, as applicable, as contemplated by this Article IIAgreement, (2) cash except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in lieu accordance with and to the extent provided by Section 262 of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends the DGCL, or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesCanceled Company Shares.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time Time, and in any event within three (but in no event more than five (53) Business Days thereafter)following the Effective Time, the Surviving Corporation (A) Parent shall cause the Exchange Paying Agent to mail deliver to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2“Certificates”) (i) a letter of transmittal (which, in the case of or shares of Company Common Stock represented by Certificatesbook-entry (“Book-Entry Shares”), a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentPaying Agent or the Surviving Corporation, as applicable, or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and (which shall be substantially in such the form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingof Exhibit C) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.06(b)(i) and (B) the Surviving Corporation shall deliver to each holder of a Company Stock Option as of the Effective Time, (x) an Option Surrender Agreement, and (y) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent or the Surviving Corporation, as applicable, of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Exchange Agent)pursuant to such instructions, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, subject and Parent shall cause the Paying Agent or the Surviving Corporation, as applicable, to any required withholding Taxespay such holder, the applicable Merger Consideration, without interest, Consideration for each share of Company Common Stock surrendered, and any Restricted Company Common Stock formerly represented by such Certificate or Book-Entry Shares and such Certificate or Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.32.10(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article II2. (iii) Upon delivery of the Option Surrender Agreement, duly executed, the holder of the Company Stock Option shall be entitled to receive promptly and, in any event, within five (25) Business Days after the later of the Effective Time or the delivery of the Option Surrender Agreement in exchange therefor, and Parent shall cause the Surviving Corporation to pay to such holder through the Surviving Corporation’s payroll (or to the extent the holder is not then an employee, by check drawn on a Company account), the amount of cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled has the right to receive pursuant to the provisions of Section 2.3(e) 2.08, and (3) any dividends or other distributions to which such holder is entitled pursuant to the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.3(c2.10(b)(iii), in each case without interest and subject Company Stock Option shall be deemed at any time after the Effective Time to any applicable withholding Taxesrepresent for all purposes only the right to receive the Option Consideration as contemplated by this Article 2.

Payment Procedures. Promptly (a) The Purchaser has designated PNC Bank, National Association to act as the paying agent (the “Paying Agent”) for the purpose of facilitating the cancellation of certificates representing the shares of Company Stock (the “Certificates”), which Certificates are maintained electronically solely on Carta, for each Stockholder’s and each Warrantholder’s share of the Estimated Closing Consideration, to be allocated among the Stockholders and the Warrantholder in accordance with the Payment Schedule delivered to the Purchaser by the Company pursuant to Section 1.7. (b) As soon as practicable after the Effective Time Agreement Date, the Purchaser shall cause the Paying Agent to distribute (but i) to each Stockholder at the address of record with the Company documentation required of the Stockholders for Closing, including (A) a written consent of the stockholders approving the principal terms of the Merger, which consent will be materially in no event more than the form previously provided to and deemed reasonably acceptable by the Purchaser (the “Written Stockholder Consent”), (B) an information statement describing with reasonable accuracy this Agreement, the Merger and the provisions of Section 262 of Delaware Law (the “Information Statement”), (C) Transmittal Letters substantially in the form attached hereto as Exhibit C-1 and C-2 (the “Transmittal Letters”) to (I) each Stockholder, and (II) each holder of Company Restricted Stock respectively, and (ii) a Warrant Cancellation Agreement to the Warrantholder. Such documentation shall advise the Stockholders and the Warrantholder of the anticipated closing of the Acquisition, request that the Stockholders execute the Written Consent and inform the Stockholders and Warrantholder the procedures for (i) with respect to Stockholders, cancelling such holder’s Certificates and submission of the Transmittal Letter (with all other documentation required to be delivered pursuant to the Transmittal Letter) and (ii) with respect to the Warrantholder, delivery of the Warrant Cancellation Agreement; provided, however, for the avoidance of doubt, any Estimated Closing Consideration payable to such holder with respect to Restricted Company Stock held by such holder, shall be paid to the Surviving Corporation for distribution to such holder in accordance with the terms of Section 1.9(i). (c) Within two (2) Business Days following the Closing Date with respect to the Warrantholder and any Stockholder that has delivered all required documentation prior to the Closing Date, and with respect to any other Stockholder within five (5) Business Days thereafterof receipt of all required documentation from such Stockholder, the Paying Agent shall deliver to such holder, in accordance with the terms of such holder’s Transmittal Letter (in the case of each Stockholder) or Warrant Cancellation Agreement (in the case of the Warrantholder), the Surviving Corporation shall cause amount set forth opposite such holder’s name on the Exchange Agent to mail to each holder Payment Schedule as payable on account of record such holder’s shares of Company Common Stock (other than any holder which has previously and properly surrendered all shares of its Certificates and Book-Entry SharesRestricted Company Stock) and/or Warrants, as applicable, as the aggregate share of the Estimated Closing Consideration payable to such holder (in addition, with respect to holders of Restricted Company Stock, to the Exchange Agent aggregate share of the Estimated Closing Consideration payable to such holder in accordance with Section 2.2exchange for his shares of Restricted Company Stock) (i) a letter of transmittal (which, in the case of exchange for such holder’s shares of Company Common Stock represented by Certificates(such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall specify that delivery shall be effectedcontrol. Notwithstanding anything to the contrary herein or in the Company certificate of incorporation, the Purchaser, Merger Sub, the Surviving Corporation, the Equityholder Representative, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Paying Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject rely on the Payment Schedule as conclusive evidence of amounts payable to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, Stockholders and any Certificates surrendered shall forthwith be cancelled. Warrantholder pursuant to this Agreement. (d) If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered cancelled Certificate or Book-Entry Share is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that (A) the Person requesting holder of such exchange present proper evidence of Certificate has provided such documentation evidencing such transfer in a manner reasonably requested by the Paying Agent or shall otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have signed the Transmittal Letter and paid any all transfer and other Taxes required by reason of the such payment of such Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax Taxes either has have been paid or is are not applicable. . (e) Until properly surrendered as contemplated by this Section 2.3or canceled, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time for all purposes to represent evidence only the right to receive the portion of the Merger Consideration payable in exchange for shares of Company Stock held by such Stockholder, pursuant to this Agreement. The Stockholders and Warrantholder shall not be entitled to receive any portion of the Merger Consideration to which they would otherwise be entitled until their respective Transmittal Letters (1with all other documentation required to be delivered pursuant to the Transmittal Letter) and Certificates are cancelled electronically in Carta or a Warrant Cancellation Agreement is delivered, as applicable, in accordance with this Agreement. (f) In the event any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall pay with respect to such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof in a form acceptable to the Purchaser and the Paying Agent, the amount payable with respect to such Certificates as set forth on the Payment Schedule; provided, however, that the Purchaser, the Surviving Corporation or the Paying Agent may, in its discretion, require the delivery of a satisfactory indemnity. (g) At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of Company Stock thereafter on the records of the Company or the Surviving Corporation. (h) Notwithstanding anything to the contrary in this Agreement, none of the Purchaser, the Surviving Corporation, the Paying Agent, the Representative Group nor any Equityholder shall be liable to any Person for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement. (i) In the case of a holder of Restricted Company Stock who has signed and not revoked a Transmittal Letter, on the next administratively practicable scheduled payroll date following the later of the Closing Date and the timely delivery of a such holder’s Transmittal Letter, the Surviving Corporation shall pay to such holder the amount set forth opposite such holder’s name on the Payment Schedule as payable on account of such holder’s shares of Restricted Company Stock as the aggregate share of the Estimated Closing Consideration payable to such holder (less applicable withholdings). (j) In the case of a holder of Vested Options who has signed and not revoked an Option Cancellation Agreement, in the form attached hereto as Exhibit D (an “Option Cancellation Agreement”), with respect to such holder’s Vested-In-The-Money Options, the Surviving Corporation shall pay to such holder the applicable Merger Consideration as contemplated by this Article II, Closing Date Option Cancellation Amounts (2less applicable withholdings) cash on the next administratively practicable scheduled payroll date following the Closing Date. (k) Any amount required to be paid in lieu respect of any fractional shares of Parent Common Restricted Company Stock to which such holder is entitled or a Vested-In-The-Money Option pursuant to Section 2.3(e) and (3) any dividends 1.12 or other distributions Section 9 shall be paid to the Surviving Corporation for distribution to the holder of such Restricted Company Stock or Vested-In-The-Money Option, as applicable, on the next administratively practicable scheduled payroll date following the date upon which such payment becomes due and payable. The Payment Schedule shall set forth opposite each applicable holder’s name on the Payment Schedule: (y) the share of the Estimated Closing Consideration payable to each holder is entitled pursuant to Section 2.3(c), in each case without interest and of Restricted Company Stock on account of such holder’s shares of Restricted Company Stock (such consideration subject to adjustment as provided herein and any applicable withholding Taxes) and (z) the Closing Date Option Cancellation Amounts amount shall be set forth opposite such holder’s name on the Payment Schedule as the aggregate share of the Estimated Closing Consideration payable to such holder on account of such holder’s Vested-In-The-Money Options (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein, Purchaser, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested-In-The-Money Options pursuant to this Agreement.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five (5) Business Days thereafter), Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail deliver to each Person who was, immediately prior to the Effective Time, a holder of record of a Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company Common Stock (“DTC”) (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) a Share Certificate representing (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificatesto be canceled in accordance with Section 2.01.b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) (x) a letter of transmittal, which shall be in reasonable and customary form (and which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Share Certificates shall pass, only upon proper delivery of such the Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02.d)) to the Exchange AgentPaying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (iiy) instructions for use in effecting the surrender of the Share Certificates or Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the applicable Merger Consideration. Consideration as provided in Section 2.01.c). (ii) Upon surrender delivery of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such a letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Exchange Paying Agent), and either (A) surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02.d)) or (B) transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02.b), the holder of such Share Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, Consideration for each share of Company Common Stock surrenderedformerly represented by such Share Certificates or Book-Entry Shares, and any the Share Certificates so surrendered shall forthwith be cancelledcanceled. If payment of such No interest shall accrue or be paid on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate surrender of any Share Certificates or Book-Entry Share is registered, it shall be a condition of payment that (A) Shares for the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason benefit of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethereof. Until surrendered as contemplated by this Section 2.32.02, each Share Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II. (iii) The Persons who were, immediately prior to the Effective Time, holders of Book-Entry Shares (2other than (i) cash in lieu of any fractional shares of Parent Company Common Stock to be canceled in accordance with Section 2.01.b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) held, directly or indirectly, through DTC shall not be required to deliver a Share Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Section 2.3(e) 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and (3) any dividends the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other distributions procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which such holder is the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Section 2.3(c)2.02. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, it shall be a condition of payment that the Share Certificate (or effective affidavits of loss in each case without interest lieu thereof) is presented to the Paying Agent, accompanied by all documents required to evidence and subject effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent and Parent that any applicable withholding Taxesstock transfer or similar Taxes have been paid or are not applicable. None of Parent, Merger Sub and the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in the immediately preceding sentence under any circumstance. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Persons in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, but in no event more than five three (53) Business Days thereafter)after the Closing Date, Parent shall, and shall cause the Surviving Corporation shall to, cause the Exchange Paying Agent to mail deliver to each holder record holder, as of record immediately prior to the Effective Time, of (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (other than any holder which has previously and properly surrendered all the “Certificates”) or (B) shares of its Certificates and Company Common Stock or Company Preferred Stock, as applicable, represented by book- entry (“Book-Entry Shares”), as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal (which, in the case “Letter of shares of Company Common Stock represented by Certificates, Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such a customary form (including customary provisions regarding delivery of an “agent’s message” with respect to Book-Entry Shares) and have such other provisions as agreed to by Parent and the Company may reasonably agree and shall be prepared prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the applicable Merger Consideration. . (ii) Upon surrender of Certificates for cancellation to the Exchange Paying Agent of a Certificate and delivery of a duly completed and validly executed Letter of Transmittal and such other customary documents as may be reasonably required by the Paying Agent or in the case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor, therefor the Merger Consideration (subject to Section 3.3(j)) payable in respect of the number of shares formerly evidenced by such Certificate or such Book-Entry Share. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or on any required withholding Taxes, unpaid dividends and other distributions payable in respect of the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelledor Book-Entry Shares. If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate record holder of such shares of Company Common Stock or Book-Entry Share is registeredCompany Preferred Stock, as applicable, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.33.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article II, (2) cash payable in lieu respect of any fractional such shares of Parent Company Common Stock or Company Preferred Stock, as applicable, subject to which such holder is entitled pursuant the Surviving Corporation’s obligation (subject to Section 2.3(e6.1) and (3) to pay any dividends or other distributions with a record date prior to the Effective Time which such holder is entitled may have been authorized by the Company and which remain unpaid at the Effective Time (including pursuant to Section 2.3(c3.3(i), in each case without interest and subject to any applicable withholding Taxesas applicable).

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (Time, but in any event no event more later than five (5) Business Days thereafter)following the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (iA) a letter of transmittal (which, which shall be in customary form for a company incorporated in the case of shares of British Virgin Islands reasonably acceptable to Parent and the Company Common Stock represented by Certificates, and shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates Shares shall pass, only upon proper delivery of such Certificates the Shares to the Exchange Paying Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceshare certificates, if any, representing the Shares (the “Certificates”) pursuant to such letter of transfer transmittal (or affidavits and indemnities of loss in lieu of the Certificates as provided in Section 3.02(g)). Promptly after a Dissenting Shareholder has effectively withdrawn or lost his, her or its rights to dissent from the Exchange Merger and to receive payment of the fair value of its Dissenting Shares under the BVI Companies Act, the Parent shall cause the Paying Agent may reasonably requestto mail to such Dissenting Shareholder such letter of transmittal and instructions. As soon as practicable after the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Corporation a cash amount in immediately available funds sufficient to make the payments described under Section 3.03 and the Surviving Corporation shall make such payments to the Persons entitled to receive such amounts through its payroll, subject to all applicable income and employment Taxes and other authorized deductions. (ii) Subject to the surrender to the Paying Agent (where applicable) of an issued Certificate (or affidavits and indemnities of loss in lieu of the Certificates as provided in Section 3.02(g)) for cancellation (in the case of Book-Entry Shares (other than Excluded Shares, together with ) represented by a Certificate) and such letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may reasonably be required by the Exchange Agent), the A) each registered holder of Shares represented by such Certificates or Book-Entry Shares Certificate shall be entitled to receive a cheque in exchange therefor, subject therefor an amount equal to any required withholding Taxes, (x) the applicable number of Shares (other than Excluded Shares) represented by such Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) multiplied by (y) the Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates Certificate so surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer marked as cancelled and (B) each registered holder of Shares which are not represented by a Certificate (the Person requesting such payment “Uncertificated Shares”) shall have paid any transfer and other Taxes required by reason be entitled to receive a cheque in exchange therefor an amount equal to (x) the number of the payment of such Merger Consideration to a Person Uncertificated Shares (other than the Excluded Shares) multiplied by (y) the Merger Consideration. In the event of a transfer of ownership of Shares that is not registered holder in the register of members of the Company, a cheque for any cash to be exchanged upon due surrender of the Certificate may be issued to such Certificate or Book-Entry Share surrendered or shall have established transferee if the Certificates (if any) which immediately prior to the reasonable satisfaction of Effective Time represented such Shares are presented to the Surviving Corporation Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that such Tax either has any applicable share transfer taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time (Time, but in no event more than five two (52) Business Days thereafter)after the Closing Date, the Surviving Corporation Parent shall cause the Exchange Agent to mail deliver to each holder record holder, as of record immediately prior to the Effective Time, of (A) shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2“Certificates”) or (iB) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificatesbook-entry (“Book-Entry Shares”), in each case other than Cancelled Shares or Converted Shares, a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter Letter of transmittalTransmittal, and which shall be in such a customary form and have such other provisions as agreed to by Parent and the Company may reasonably agree and shall be prepared prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceor, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 3.1(a)(i). (ii) Each holder of a share of Company Common Stock that has been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a Certificate or a Book-Entry Share, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefortherefor (A) one or more shares of Parent Common Stock (which shall be in noncertificated book-entry form unless a physical certificate is requested by such holder) representing, subject to any required withholding Taxesin the aggregate, the applicable Merger Considerationwhole number of shares of Parent Common Stock, without interestif any, that such holder has the right to receive pursuant to Section 3.1(a)(i) and (B) a check in the amount of any cash payable for each share dividends or other distributions pursuant to Section 3.3(g) and cash payable in lieu of Company any fractional shares of Parent Common Stock surrenderedpayable pursuant to Section 3.3(h), and any Certificates the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. (iii) If payment of such the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.33.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender (1A) the applicable Merger Consideration as contemplated by this Article IIpayable in respect of such shares of Company Common Stock, (2B) any dividends or other distributions payable pursuant to Section 3.3(g), and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled payable pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c3.3(h), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five (5) Business Days thereafter)the second business day following the Effective Time, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail (x) to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry SharesShares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss accompanied by any bond required by subsection (g) in lieu thereof) or Book-Entry Shares to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) specify), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by subsection (g) in lieu thereof) or Book-Entry Shares in exchange for payment the Merger Consideration and (y) to each holder of the applicable Merger Consideration. a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, effective affidavits of transfer as the Exchange Agent may reasonably requestloss in lieu thereof) in the case of or Book-Entry Shares, Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor a check in an amount equal to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share product of Company Common Stock surrendered, and any (x) the number of Shares represented by such holder's properly surrendered Certificates surrendered shall forthwith be cancelled. If payment (or effective affidavits of such Merger Consideration is to be made to a Person other than the Person loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share is registered, it shall be a condition of payment that Shares multiplied by (Ay) the Person requesting such exchange present proper evidence Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate Certificates or Book-Entry Share surrendered or shall have established Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the reasonable satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.32.2, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) For the avoidance of doubt, the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (2the "CODE") cash or any provision of U.S. state, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in lieu respect of which such deduction and withholding were made. If any withholding or deduction is required to be made under the Laws of any fractional shares jurisdiction from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, the amount of such payment shall be increased to an amount which ensures that, after the making of that withholding or deduction, the holder entitled to receive such payment receives and retains a net sum equal to the payment which it would have received and retained had no such withholding or deduction been required; provided, that this sentence shall not require that any increase be made with respect to any withholding or deduction to the extent such withholding or deduction would have been imposed had Parent Common Stock to which such holder is entitled and Merger Sub (or their respective assignees pursuant to Section 2.3(e8.7) been corporations organized under the Laws of the United States (or any political subdivision thereof) or the British Virgin Islands and (3) not resident for Tax purposes in any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesjurisdiction.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter Each holder of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Common Book-Entry Shares shall be entitled to receive in exchange therefor, subject therefor (i) Common Stock Consideration in the form of separate certificates or share deposit receipts for Acquiring Fund Common Stock and (ii) cash in an amount equal to any required withholding Taxes, the applicable Merger Common Cash Consideration, without interest, for each share of Company formerly represented by such Common Stock surrendered, Certificate or Common Book-Entry Shares (less any required withholding taxes) and any Certificates surrendered such Common Certificate or Common Book-Entry Shares shall forthwith then be cancelled. No interest shall be paid or accrued for the benefit of holders of the Common Certificates or Common Book-Entry Shares on the Common Cash Consideration. (ii) If payment of such the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer Certificate or Book- Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) that the Person person requesting such payment shall have paid any transfer and other Taxes taxes required by reason of the payment of such the Merger Consideration Consideration, as applicable, to a Person person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Acquiring Fund that such Tax tax either has been paid or is not applicable. . (iii) Until surrendered as contemplated by by, and in accordance with, this Section 2.3paragraph 3.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time Date to represent only the right to receive (1) upon such surrender the applicable Merger Consideration as contemplated by this Article IIparagraph 3. (iv) At any time following the date that is six months after the Effective Date, the Acquiring Fund shall be entitled to require the Paying Agent to deliver to it any funds (2including any interest received with respect thereto) cash which have been deposited with the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares and thereafter such holders shall be entitled to look to the Acquiring Fund (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable (without interest) upon due surrender of their Certificates or Book-Entry Shares. The Acquiring Fund shall pay all charges and expenses, including those of the Paying Agent, in lieu connection with the exchange of Acquired Fund Common Stock for Merger Consideration. None of the Acquiring Fund, the Acquired Fund or the Paying Agent shall be liable to any person in respect of any fractional shares of Parent Common Stock cash delivered to which such holder is entitled a public official pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesabandoned property, escheat or similar law. Any Cash Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Acquiring Fund free and clear of any claims or interests of any person previously entitled thereto. All cash paid in accordance with the terms of this Article 3 in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Acquired Fund Common Stock represented thereby. (v) After the Effective Date, the stock transfer books of the Acquired Fund shall be closed and thereafter there shall be no further registration of transfers of Acquired Fund Common Stock that were outstanding prior to the Effective Date. After the Effective Date, Certificates or Book-Entry Shares presented to the Paying Agent for transfer shall be canceled and exchanged for the Merger Consideration, as applicable, provided for, and in accordance with the procedures set forth in, this Article 3.

Payment Procedures. Promptly after the Effective Time (a) Promptly, but in no event more later than five (5) three Business Days thereafter)after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all holders of its Certificates and Company Book-Entry SharesShares held through The Depository Trust Company) that, as applicable, immediately prior to the Exchange Agent in accordance with Effective Time, represented shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 2.22.8(a) (i) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange AgentPaying Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Company Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time). Notwithstanding anything to the contrary contained in this Agreement, no holder of Company Book-Entry Shares shall be required to deliver a Certificate or, in the case of Company Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.8(a). In lieu thereof, each holder of record of one or more Company Book-Entry Shares held through The Depository Trust Company whose Company Book-Entry Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each such Company Book-Entry Share, a cash amount in immediately available funds equal to the Merger Consideration, subject to any withholding of Taxes as required by applicable Laws, and such Company Book-Entry Shares of such holder shall forthwith be canceled. (b) Upon surrender of Certificates a Certificate for cancellation to the Exchange Paying Agent or receipt to such other agent or agents as Parent may appoint, together with such letter of transmittal, duly executed and completed, and such other documents as the Paying Agent may reasonably require, or delivery to the Paying Agent of an “agent’s message” by the Exchange Agent in respect of Company Book-Entry Shares not held through The Depository Trust Company (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange thereforthe Merger Consideration, subject to any withholding of Taxes as required withholding Taxesby applicable Laws, the applicable Merger Consideration, without interest, in exchange for each share of Company Common Stock surrenderedso surrendered formerly represented by such holder’s properly surrendered Certificates and/or Company Book-Entry Shares, as applicable, and any Certificates the Certificate and/or Company Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest shall be paid or accrue on the Merger Consideration. (c) If payment any portion of such the Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate or Company Book-Entry Share is Shares not held through The Depository Trust Company are registered, then it shall be a condition to the payment of payment such Merger Consideration that (Ai) the Person requesting such exchange present proper evidence of transfer Certificate or Company Book-Entry Shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (Bii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of the such payment of such Merger Consideration to in a Person name other than that of the registered holder of such the Certificate or Company Book-Entry Share Shares surrendered or shall have (B) established to the reasonable satisfaction of the Surviving Corporation Parent that any such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxespayable.

Payment Procedures. (i) Promptly after the Effective Time (but and in no any event more not later than five (5) Business Days thereafter)the third business day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder Record Holder, as of record the Effective Time, of Company Common Stock (other than any holder which has previously and properly surrendered all of its an outstanding Certificate or outstanding Certificates and Book-Entry that immediately prior to the Effective Time represented outstanding Shares, as applicablewhich have converted into the right to receive the Per Share Merger Consideration with respect thereto, to the Exchange Agent in accordance with Section 2.2) (i) a form of letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such customary form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) reasonable instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationCertificates. Upon surrender of Certificates for cancellation to the Exchange Paying Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Sharesa Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent)thereto, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefortherefor the Per Share Merger Consideration for each Share formerly represented by such Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third business day following the Effective Time (or, subject to any solely if delivery of a letter of transmittal (which letter of transmittal shall be in customary form and shall have such provisions as the Company and Parent may reasonably agree) by each Record Holder of Book-Entry Shares is required withholding Taxesby the Paying Agent, promptly following the Paying Agent’s receipt of such letter of transmittal), the applicable Merger Consideration, without interest, Paying Agent shall issue and deliver to each Record Holder of uncertificated Shares represented by book-entry (“Book-Entry Shares”) a check or wire transfer for each share the amount of Company Common Stock surrenderedcash that such holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of such Book-Entry Shares, and any such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates surrendered shall forthwith be cancelledor Book-Entry Shares on the Per Share Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or if payment of such the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and (B) that the Person requesting such payment shall have paid any transfer and other Taxes taxes required by reason of the payment of such the Per Share Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Surviving Corporation Paying Agent that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.33.2(b), each Certificate and Book-Entry Share (other than with respect to Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive (1) upon such surrender the applicable Per Share Merger Consideration as contemplated by this Article II3. (ii) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (2“DTC”) to ensure that (i) if the Closing occurs at or prior to 10:30 a.m. (Houston time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in lieu immediately available funds equal to the number of any fractional shares Shares other than Excluded Shares held of Parent Common Stock to which record by DTC or such holder is entitled pursuant to Section 2.3(e) nominee as of the Effective Time multiplied by the Per Share Merger Consideration (such amount, the “DTC Payment”), and (3ii) any dividends if the Closing occurs after 10:30 a.m. (Houston time) on the Closing Date, the Paying Agent will transmit to DTC or other distributions its nominees on the first business day after the Closing Date an amount in cash in immediately available funds equal to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesthe DTC Payment.

Payment Procedures. Promptly (i) As promptly as reasonably practicable after the Effective Time (but in no any event more than five within three (53) Business Days thereafterDays), Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of (i) a Certificate or Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than any holder which has previously Excluded Shares and properly surrendered all Vested Restricted Stock), (ii) outstanding shares of its Certificates Series A Preferred Stock (other than Excluded Shares), and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2(iii) Company Warrants (iA) a letter of transmittal (which, in the case of shares of Company Common Stock represented by Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the shares of Certificates, Book-Entry Shares or Company Common Stock represented by such Certificates Warrants shall passpass to the Paying Agent, only upon proper delivery of such Certificates the Certificates, Book-Entry Shares or Company Warrants to the Exchange Paying Agent, upon adherence to the procedures set forth in the and which letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closingspecify) and (iiB) instructions for use in effecting the surrender of the Certificates or Certificates, Book-Entry Shares or Company Warrants in exchange for payment of the applicable Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to this Agreement. Upon surrender delivery of Certificates for cancellation to the Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidenceany Certificate, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesShares or Company Warrant to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Exchange Paying Agent), the holder of such Certificates or Certificate, Book-Entry Shares or Company Warrant shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, therefor the applicable Merger Consideration, without interest, for each share amount of cash payable in respect of the shares of Company Common Stock surrenderedor Series A Preferred Stock, and any Certificates surrendered shall forthwith be cancelledas applicable, previously represented by such Certificate or Book-Entry Shares pursuant to the provisions of this Article II or the amount of cash payable in respect of the Company Warrants pursuant to the provisions of this Article II. If In the event of a transfer of ownership of Company Common Stock or Series A Preferred Stock that is not registered in the transfer records of the Company, payment of such Merger Consideration is to may be made to a Person other than the Person in whose name the Certificate so surrendered Certificate or Book-Entry Share is registered, it if such Certificate shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer properly endorsed or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid pay any transfer and or other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. (ii) At the Effective Time, Parent shall deposit or cause to be deposited with the Company cash in U.S. dollars equal to the aggregate Closing Option Merger Consideration. Until surrendered At the Effective Time, Parent shall also deposit or cause to be deposited with the Company cash in U.S. dollars equal to that portion of the aggregate Common Stock Merger Consideration that is payable to holders of Vested Restricted Stock (such portion of the Common Stock Merger Consideration, the “Restricted Stock Consideration”). The Company shall pay the holders of Company Stock Options the cash payments described in Section 2.1(e) as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time soon as reasonably practicable after the Effective Time Time, but in any event within five (5) Business Days following the Effective Time. The Company shall pay to represent only each holder of any shares of Vested Restricted Stock the right Stock Merger Consideration payable in respect thereof as described in Section 2.1(c) as soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days following the Effective Time. Any payment made pursuant to receive this Section 2.1(j)(ii) to the holder of any Company Stock Option or share of Vested Restricted Stock shall be reduced by any income or employment Tax withholding required under (1i) the applicable Merger Consideration as contemplated by this Article IICode, (2ii) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) applicable state, local or foreign Tax Laws and (3iii) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding TaxesLaws.

Payment Procedures. Promptly after (i) The Surviving Corporation shall distribute the Merger Consideration at the Effective Time (but in no event more than five (5) Business Days thereafter)as set forth herein, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company a certificate or certificates ("Certificates") previously representing shares of Common Stock or Class A Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, after giving effect to the Exchange Agent in accordance with Section 2.2) (i) a letter of transmittal (whichClass A Conversion), in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such excluding Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates representing Treasury Shares or Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationDissenting Shares. Upon surrender of Certificates for cancellation (A) a Certificate (or affidavit of lost Certificate in form and substance reasonably satisfactory to the Exchange Agent Surviving Corporation, and, if the Surviving Corporation shall request, the posting of a bond in form and substance reasonably satisfactory to the Surviving Corporation), (B) a duly executed FIRPTA certificate substantially in the form of Exhibit B, and (C) a Release substantially in the form of Exhibit F hereto to the Surviving Corporation or receipt of an “agent’s message” to such other agent or agents as may be appointed by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry SharesSurviving Corporation, together with such letter of transmittala blank stock power, duly completed executed, and validly executed in accordance together with the instructions (and such other customary documents as may be reasonably be required by the Exchange Agent)Surviving Corporation, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive from the Surviving Corporation in exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrenderedtheretofore represented by the Certificate so surrendered (after giving effect to the Class A Conversion), the Adjusted Per Share Amount, without any interest thereon, less an amount equal to the Excess Common Stock Holdback, if any, divided by the number of outstanding shares of Common Stock (including Dissenting Shares, and any Certificates surrendered after giving effect to the Class A Conversion). (ii) The Surviving Corporation shall forthwith be cancelleddistribute the Option Payment Amount at the Effective Time as set forth herein. If payment of such Merger Consideration is At the Effective Time, the Stockholder Representative shall deliver to be made to the Company a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that schedule setting forth (A) the Person requesting such exchange present proper evidence of transfer or Option Consideration into which each holder's Option shall otherwise be in proper form for transfer and have been converted, (B) the Person requesting Per Share Reserve Holdback multiplied by the number of shares of Common Stock subject to such payment holder's Option (the "Option Reserve Holdback"), and (C) the difference between the Option Consideration and the Option Reserve Holdback (the "Adjusted Option Consideration"). In no event shall the Adjusted Option Consideration payable to any holder of an Option be less than the withholding tax with respect to such Option. In the event that the deduction of the Option Reserve Holdback from the Option Consideration would cause a reduction in the Option Consideration to an amount less than that permitted in the preceding sentence, the excess Option Reserve Holdback shall be allocated pro rata (including Dissenting Shares, and after giving effect to the Class A Conversion) to reduce the Adjusted Per Share Amount payble with respect to the shares of Common Stock (the amount of such reduction being hereinafter referred to as the "Excess Common Stock Holdback"). Upon receipt by the Company of such schedule, the Company shall pay to each holder of an Option, the Adjusted Option Consideration, net of any withholding taxes applicable to the Option Consideration into which such holder's Options shall have paid any transfer and other Taxes required by reason been converted (without consideration of amounts withheld for the payment of such Merger Consideration to a Person other than Option Reserve Holdback). (iii) At the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Effective Time, the Surviving Corporation that shall distribute the Reserve Holdback to the Stockholder Representative from the Payment Fund to be held for the benefit of the Stockholders and the holders of Options. At such Tax either has been paid or is not applicable. Until surrendered time as contemplated by this Section 2.3the Stockholder Representative deems appropriate, the pro rata portion of the Reserve Holdback withheld from each Certificate holder of the Common Stock and Book-Entry Share the Options shall be deemed at any time after the Effective Time distributed to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxesholders.