Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 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.

Payment Procedures. Promptly after A. The Trust agrees to pay all amounts due hereunder within thirty (30) days of the Effective Time date reflected on the statement for such Services (the "Due Date"). Except as provided in Schedule C, UMBFS shall ▇▇▇▇ Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment is requested by UMBFS). UMBFS may, at its option, arrange to have various service providers submit invoices directly to the Trust for payment of reimbursable out-of-pocket expenses. B. The Trust is aware that its failure to remit to UMBFS all amounts due on or before the Due Date will cause UMBFS to incur costs not contemplated by this Agreement, including, but not limited to carrying, processing and accounting charges. Accordingly, in the event that UMBFS does not receive any event no later than five business days after amounts due hereunder by the Effective Time)due date, the Surviving Corporation Trust agrees to pay a late charge on the overdue amount equal to one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, the Trust shall cause the Paying Agent to mail to each holder of record of Shares (i) pay UMBFS' reasonable attorney's fees and court costs if any amounts due UMBFS are collected by or through an attorney. The parties hereby agree that such late charge represents a letter of transmittal specifying that delivery shall be effected, fair and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender reasonable computation of the Certificates (or effective affidavits costs incurred by reason of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beTrust's late payment. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms Acceptance of such letter of transmittal, duly executed, the holder of such Certificate late charge shall be entitled to receive in exchange therefor no event constitute a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented waiver by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender UMBFS of the Certificates. Trust's default or prevent UMBFS from exercising any other rights and remedies available to it. C. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify UMBFS in writing of a transfer of ownership of Shares that any disputed charges for out-of-pocket expenses which it is not registered disputing in good faith. Payment for such disputed charges shall be due on or before the transfer records close of the Company, a check for any cash to be paid upon due surrender of fifth (5th) business day after the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented day on which UMBFS provides to the Paying Agent, accompanied by all documents required Fund documentation which an objective observer would agree reasonably supports the disputed charges (the "Revised Due Date"). Late charges shall not begin to evidence and effect such transfer and accrue as to evidence that any applicable stock transfer taxes have been paid or are not applicablecharges disputed in good faith until the first day after the Revised Due Date.

Payment Procedures. Promptly after the Effective Time (Time, Novartis and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares shares of Common Stock (i) a letter of transmittal (which shall be in a form approved by Novartis and the Company prior to the Effective Time) specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares shares of Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of 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 shares of Common Stock is presented to the 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.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail deliver: (A) to each holder record holder, as of record immediately prior to the Effective Time, of Shares (i1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal specifying (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and (iiwhich shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, 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); and (or effective affidavits B) to each holder of loss a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in lieu thereof) effecting the surrender of such Company Stock Option in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Option Consideration, as the case may be. . (ii) Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the terms of instructions thereto, and such letter of transmittal, duly executedother customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares Merger Consideration for each share formerly represented by such Certificate (or effective affidavit Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of loss in lieu thereof) multiplied by (y) holders of the Common Stock Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Preferred Stock Book-Entry Shares. If payment of the Merger ConsiderationConsideration is to be made to an individual, as 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 case may bePerson in whose name the surrendered Certificate is registered, and it shall be a condition of payment that the Certificate so surrendered shall forthwith be cancelled. No interest will properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid or accrued on any amount payable upon due surrender transfer and other Taxes required by reason of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records payment of the Company, Merger Consideration to a check for any cash to be paid upon due surrender Person other than the registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this 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, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each 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 as contemplated by this Article II.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no later than five business days after the Effective Time)Date, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company may mutually agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes (as hereinafter defined) have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and a) As promptly as practicable, but in any no event no later than five business days three Business Days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record of Shares one or more certificates (ithe “Certificates”) that, prior to the Effective Time, represented shares of Company Common Stock, or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.8(a): (a) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) Book Entry Shares to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iib) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book Entry Shares for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents as Parent may appoint, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Exchange Agent may reasonably require, the holder of such Certificate or Book Entry Shares shall be entitled to receive the Merger Consideration in exchange therefor a check in the amount (after giving effect to any required tax withholdings) for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook Entry Shares, and the Certificate or Book Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the applicable surrendered Certificate or Book Entry Shares is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate or Book Entry Shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a transfer of ownership of Shares name other than that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such or Book Entry Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence reasonable satisfaction of Parent that any applicable stock transfer taxes such Taxes either have been paid or are not applicablepayable. (b) No dividends or other distributions declared or made with respect to Parent Common Stock having a record date after the Effective Time will be paid to any holder of record of Company Common Stock until such holder has surrendered the Certificate or Book Entry Shares representing such stock as provided herein. Subject to the effect of applicable Law, following surrender of any such Certificates or Book Entry Shares, there shall be paid to the holder of the new certificates issued in exchange therefor, without interest, the amount of dividends or other distributions with a record date after the Effective Time previously payable with respect to the shares of Parent Common Stock represented thereby.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding Shares (iother than Excluded Shares), whose shares were converted pursuant to Section 3.1(b) into the right to receive the Merger Consideration, a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax Tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of the Certificates. 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the First Parent Merger Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation Parent shall use its commercially reasonable efforts to cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Holdco Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying with respect to Book-Entry Shares (to the extent applicable) and Common Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Common Certificates shall pass, only upon on delivery of Common Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably mutually agree), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Common Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the . (ii) On surrender of a Certificate Common Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such letter of transmittal, duly executedcompleted 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 Exchange Agent, and such other documents as may be required by the Exchange Agent, the holder of such Certificate Common Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor a check in therefor, and the amount (after giving effect Exchange Agent shall be required to any required tax withholdings) of (x) promptly deliver to each such holder, the number of Shares Merger Consideration into which the shares represented by such Certificate Common Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and any dividends or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledother distributions payable pursuant to Section 2.2(d)). No interest will shall be paid or accrued on any amount payable upon on due surrender of the CertificatesCommon Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records If payment of the Company, a check for any cash Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Common Certificate is registered, it shall be a condition precedent of payment that (A) the Common Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid upon due surrender any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Common Certificate may be paid to surrendered or shall have established that such a transferee 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 applicable stock transfer taxes have Tax either has been paid or are is not applicablerequired to be paid. Notwithstanding the foregoing, with respect to any shares of Company Common Stock held through The Depository Trust Company (“DTC”), Parent and the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable after the First Parent Merger Effective Time and in any event not later than the third Business Day following the Closing Date, upon surrender of Company Common Stock held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration (together with any Fractional Share Cash Amount and any dividends or other distributions payable pursuant to Section 2.2(d)), in each case, that such holder has the right to receive pursuant to this Article 2.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Paying Agent and Merger Consideration. (ii) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the an amount (after giving effect to any required tax withholdings) equal to the product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such 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 applicable stock transfer taxes or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, Parent 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, as amended (the “Code”), or any provision of U.S. 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 (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 in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book- Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration and (y) to each holder of a Company Stock Option or Preferred a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Merger Consideration, as the case may be. Option or Performance Share. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) 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 (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any provision of U.S. state or local 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 Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the second business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and otherwise shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares formerly represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, subject to all required Tax withholding as the case may be, and the Certificate so surrendered shall forthwith be cancelledprovided in Section 2.2(b)(iii). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event that any transfer or other similar Taxes 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 the Merger Consideration in any name other than that of the registered holder, a check for any cash to be paid upon due surrender of the Certificate may be paid with respect to such a transferee 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 applicable stock transfer taxes such Taxes (as hereinafter defined) have been paid or are not applicable. (iii) Each of the Paying Agent, the Company and the Surviving Corporation 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 (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (iA) a form of letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and which shall be in form and contain provisions which Parent may specify and which are reasonably acceptable to the Company) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration. Each holder of record of one or more Certificates shall, as the case may be. Upon the upon surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance of such Certificate or Certificates, together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor a check in the amount (after giving effect of cash to any required tax withholdings) of (x) the number of Shares represented by which such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beholder is entitled pursuant to Section 3.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares that Company Common Stock, which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate Merger Consideration may be paid made to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(b)(i), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article III. (ii) Notwithstanding anything to the contrary contained in this Agreement, any holder of Common Stock Book-Entry Shares shall not be required to deliver a 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 Article III. In lieu thereof, each holder of record of one or more Common Stock Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Common Stock Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the amount of cash to which such holder is entitled pursuant to Section 3.01(c) (after taking into account all shares of Company Common Stock held by such holder immediately prior to the Effective Time), and the Common Stock Book-Entry Shares of such holder shall forthwith be canceled.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by Parent and the Company specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash and shares of Parent Common Stock in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 the cash and Parent Common Stock to be paid and issued upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or evidence of Book-Entry Share 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 applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) Each of the Paying Agent, the Company, Parent, Merger Sub and their respective Subsidiaries or agents, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as it is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity within the period required under applicable Law and (B) 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.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of Shares the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock converted into the right to receive the portion of the Merger Consideration payable for such Company Common Stock, (i) a letter of transmittal specifying in customary form and approved by the Company prior to the Effective Time (which approval shall not be unreasonably withheld or delayed) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall contain such other provisions as Parent and the Company shall reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock portion of the Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayable upon surrender of said Certificates. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) portion of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayable for such shares of Company Common Stock, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on any amount payable upon due deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the respective portion of the Merger Consideration to which the record holder of such Certificate is entitled by virtue thereof. Promptly following surrender of any such Certificates and the Certificates. In duly executed letters of transmittal, the event of a transfer of ownership of Shares that is not registered in Paying Agent shall deliver to the transfer records record holders thereof, without interest, the portion of the Company, a check for any cash Merger Consideration to be paid which such holder is entitled upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented said Certificates, subject to the 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 applicablerestrictions set forth herein.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days a) As soon as practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each holder of a Company Warrant immediately prior to the Effective Time (such certificates and Company Warrants, collectively, the “Certificates”), and each holder of uncertificated shares of Company Common Stock represented by book-entry (including Share CDIs held on an issuer-sponsored subregister or CHESS subregister, the “Book-Entry Shares”): (i) a letter of transmittal specifying which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in customary form and have such other provisions as Parent shall reasonably specify; and (ii) instructions for effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) to or Book-Entry Shares in exchange for such holder’s applicable portion of the Paying Agent and (ii) instructions for use in effecting the Cash Consideration. Upon surrender of the Certificates a Certificate (or effective affidavits of loss in lieu thereof) ), or in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon of Book-Entry Shares, in adherence with the surrender applicable procedures set forth in the letter of a Certificate (or effective affidavit of loss in lieu thereof) transmittal, to the Paying Agent, together with such letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent, duly executed and completed in accordance with the terms of such instructions to the letter of transmittal, duly executedand such other documents as may be reasonably required by the Paying Agent or pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) applicable portion of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Cash Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.7(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Cash Consideration as contemplated by Section 1.5. (b) No interest will be paid or accrued will accrue on any amount payable upon due surrender of the CertificatesCash Consideration. In the event of a transfer of ownership of Shares that Company Common Stock or Company Warrant which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender the applicable portion of the Certificate may Cash Consideration otherwise payable with respect thereto shall be paid payable to such a transferee if the Certificate formerly representing such Shares Company Common Stock or Company Warrant is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the third business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. (y) to each holder of a Company Stock Option or Restricted Share, a check in an amount, if any, due and payable to such holder pursuant to Section 5.5(a)(i) or Section 5.5(a)(ii), respectively, in respect of such Company Stock Option or Restricted Share. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required thereby or by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledless any required withholding Taxes. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares (including Restricted Shares) or holder of Company Stock Options, such amounts as it determines in good faith are required to be withheld or deducted under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any provision of 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 Agreement as having been paid to the holder of the Shares (including Restricted Shares) or holder of the Company Stock Options, in respect of which such deduction and withholding was made.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than within five business days after (5) Business Days of the Effective Time), the Final Surviving Corporation Entity shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in customary form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock (such instructions shall include instructions for the payment of the Merger ConsiderationConsideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including, without limitation, any not-for-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Payment Agent and shall be in such form and have such other provisions as Levy Acquisition Co. may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Payment Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Levy Acquisition Co. so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate. If there are not applicableany certificates or scrip or shares of Company Common Stock representing fractional shares of Company Common Stock, the holder of any such fractional share interest shall be entitled to receive his pro rata share of the Merger Consideration as corresponds to his fractional share interest.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall will cause the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (ix) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates or Book-Entry Shares shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), and (iiy) 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration. On the Closing Date, as the case may be. Paying Agent shall also deliver, or cause to be delivered, to each holder of a Company Stock Option or a Company Stock-Based Award by wire transfer the 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 the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with, in accordance with the terms case of Certificates, such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share 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 applicable stock transfer taxes Taxes (as defined in Section 3.14(b)) have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) For the avoidance of doubt, the Paying Agent, the Surviving Corporation and Parent shall each 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 (the “Code”), or any provision of 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 (as defined in Section 3.3(b)), 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 respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the fifth Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent shall reasonably determine) 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares formerly represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such 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 applicable stock transfer taxes or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent 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, as amended (the “Code”), or any provision of U.S. state or 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 in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the second business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon and (y) to each holder of a Company Stock Option, Restricted Stock or ▇▇▇▇▇, instructions for use in effecting the surrender of a Certificate Company Stock Options, Restricted Stock or PARSUs and delivery of such other documents as may be reasonably required by the Surviving Corporation and Parent in exchange for Option and Stock-Based Award Consideration. No interest shall be paid or accrued on such amounts. (ii) Upon surrender of Certificates or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required thereby or by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares previously represented by such Certificate (holder’s properly surrendered Certificates or effective affidavit of loss in lieu thereof) Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares, Company Stock Options, Restricted Stock or PARSUs, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of 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 Agreement as having been paid to the holder of the Shares, Company Stock Options, Restricted Stock or PARSUs, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and (ii) 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)fifth (5th) Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Certificates and Book-Entry Shares (ias applicable), in each case, whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal specifying that in customary form reasonably acceptable to the Company and Parent (which shall specify that, with respect to Shares represented by Certificates, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as applicable, in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer to the Paying Agent as the Paying Agent may reasonably request) in the case of such Book-Entry Shares, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and, in each case, such other documents as may customarily be required by the Paying Agent, (A) the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor a check an amount in cash in U.S. dollars equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, without any interest thereupon and less any required withholdings as the case may beprovided in Section 2.2(b)(iii), and the Certificate (B) such Certificate, if applicable, so surrendered shall forthwith be cancelled. . (ii) The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to the Depository Trust Company (“DTC”) to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Book-Entry Shares and (B) establish procedures with DTC to ensure that the Paying Agent will transmit to DTC as soon as reasonably practicable after the Effective Time, upon surrender of Shares held of record by DTC in accordance with DTC’s customary surrender procedures (but in no event later than the fifth (5th) Business Day thereafter), the Merger Consideration payable for each such Book-Entry Share (less any required withholdings as provided in Section 2.2(b)(iv)). (iii) No interest will shall be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or with respect to Book-Entry 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 payment of the Merger Consideration upon due surrender of the a Certificate may be paid to such a transferee 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 applicable stock transfer taxes Taxes have been paid or are not applicable. (iv) The Paying Agent, the Depository Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold 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 state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and timely and properly 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. (v) Until surrendered as contemplated by this Section 2.2(b), each Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration, as contemplated by Section 2.1.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event no later than five business days after the Effective Timewithin three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (iA) a form of letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder of record shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent), and which letter shall be in a customary form and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, as to which the case may beholder thereof is entitled. Upon the surrender of a any Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor a check an amount of cash in the amount (after giving effect immediately available funds equal to any required tax withholdings) of (x) the number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, (less any required Tax withholdings as the case may beprovided in Section 2.09(g)), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.09. (ii) As soon as possible after the Effective Time (and in any event within three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Book-Entry Shares (other than holders of Excluded Shares) not held through The Depository Trust Company that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (A) a form of letter of transmittal which letter shall be paid upon due surrender in a customary form and (B) instructions for use in exchange for the Per Share Merger Consideration to which the holder thereof is entitled. Upon return of such letter of transmittal, duly executed and completed in accordance with the Certificate instructions thereto, and such other documents as may be paid to such a transferee if the Certificate formerly representing such Shares is presented to reasonably required by the Paying Agent, accompanied the holder of such Book-Entry Shares (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by all documents such Book-Entry Shares multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.09(g)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.09. (iii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or, in the case of Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the Per Share Merger Consideration shall, 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 effect such transfer other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to evidence that receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any applicable stock transfer taxes have been paid or are not applicableevent within five Business Days after the Effective Time), the Per Share Merger Consideration in respect of each such share of Company Common Stock (less any required Tax withholdings as provided in Section 2.09(g)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. Promptly As promptly as practicable following the Effective Time, Parent and Merger Sub shall instruct the Exchange Agent to mail within three (3) Business Days after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of shares of Company Common Stock (i) a letter of transmittal specifying in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or transfer of the Uncertificated Shares to the Paying Agent Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for 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 (including the Fractional Share Cash Amount) in respect of the shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate (or effective 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 exchange for the Common Stock Merger Consideration case of a book-entry transfer of Uncertificated Shares. Until so surrendered or Preferred Stock Merger Considerationtransferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration (including the Fractional Share Cash Amount) payable in respect thereof pursuant to the provisions of this Article II. Upon Parent shall instruct the surrender Exchange Agent to pay such Merger Consideration and Fractional Share Cash Amount within five (5) Business Days following the later to occur of a (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or effective affidavit of loss in lieu thereof) to or “agent’s message”, and the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Uncertificated Share so surrendered shall be forthwith be cancelled. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender of the Certificates. In the event of a or 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 such Certificate may be paid to such a transferee 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 applicable stock transfer taxes have been paid or are not applicableUncertificated Share.

Payment Procedures. Promptly after the Effective Time As promptly as practicable (and in any event no later than five business days within ten (10) Business Days) after the Effective Time, Parent and Merger Sub will use commercially reasonable best efforts to cause the Payment Agent to send to each record holder of a Certificate (other than Certificates to be canceled pursuant to Section 2.6(c)), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent) and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationpayable in respect thereof pursuant to Section 2.6. As soon as reasonably practicable after the Effective Time, as the case may be. Upon the surrender each holder of a Certificate (or effective affidavit of loss in lieu thereof) upon surrender thereof to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate Payment Agent, shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, payable in respect thereof pursuant to Section 2.6. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the case Payment Agent may be, and the Certificate so surrendered shall forthwith be cancelledimpose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued will accrue on any amount the Merger Consideration payable upon due surrender of the Certificatesin respect thereof pursuant to Section 2.6. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration payable pursuant to Section 2.6(a) shall be paid upon due surrender issued with respect to such shares of the Certificate may be paid Company Common Stock to such a transferee only if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Paying Payment 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 applicablepaid.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five within three business days after the Effective Timedays), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Common Shares (iother than the Excluded Shares) a letter notice advising such holders of the effectiveness of the Merger, including the appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof, as provided in Section 4.02(e)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Agent, such materials to be in a form reasonably acceptable to Acquiror and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCompany. Upon the surrender of a Certificate (or effective affidavit affidavits of loss in lieu thereofthereof as provided in Section 4.02(e)) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executedtransmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor a check cash amount in the amount immediately available funds (after giving effect to any required tax withholdingswithholdings as provided in Section 4.02(f)) of equal to (x) the number of Common Shares represented by such Certificate (or effective affidavit of loss in lieu thereofthereof as provided in Section 4.02(e)) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 issued and/or paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the 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.

Payment Procedures. (a) Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Buyer shall cause the Paying Agent exchange agent selected by Buyer (the "Exchange Agent") to mail to each holder the former shareholders of record Seller and former holders of Shares Seller Rights appropriate transmittal materials (i) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of Certificates (such certificates or effective affidavits of loss in lieu thereof) other instruments to the Paying Agent and (ii) instructions for use in effecting the surrender Exchange Agent). The certificate or certificates of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Seller Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate instruments representing Seller Rights so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of duly endorsed as the CertificatesExchange Agent may reasonably require. In the event of a transfer of ownership of Shares shares of Seller Common Stock represented by certificates that is not registered in the transfer records of Seller, the Company, a check Merger Consideration payable for any cash to be paid upon due surrender of the Certificate such shares as provided in Section 3.1 may be paid issued to such a transferee if the Certificate formerly certificates representing such Shares is presented shares are delivered to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. (b) After the Effective Time, each holder of shares of Seller Common Stock (other than Excluded Shares) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, without interest, pursuant to this Section 4.1. Buyer shall not be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger until such holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 4. 1. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any Seller Entity, nor the Exchange Agent shall be liable to any holder of Seller Common Stock or to any holder of Seller Rights for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) Each of Buyer and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Seller Common Stock and Seller Rights such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law or by any Taxing Authority or Governmental Authority. To the extent that any amounts are not applicableso withheld by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Seller Common Stock or Seller Rights, as applicable in respect of which such deduction and withholding was made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be. (d) Adoption of this Agreement by the shareholders of Seller shall constitute ratification of the appointment of the Exchange Agent.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after two (2) Business Days following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (ix) a letter of transmittal specifying that (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Paying Agent may agree and which are reasonably satisfactory to the Company), and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) holder’s properly surrendered Certificates multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof). Parent and Merger Sub shall pay all stock transfer Taxes with respect to the Certificates. In 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 a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, properly endorsed or otherwise in proper form for transfer and in each case accompanied by all documents required evidence to evidence and effect such transfer and to evidence the satisfaction of the Paying Agent that any applicable stock transfer taxes and other similar Taxes have been paid or are not applicable. (iii) The Paying Agent, Parent, Merger Sub and the Surviving Corporation 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 and paid over to the applicable Governmental Entity under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of 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 amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or other recipient of consideration hereunder in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the fifth Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates (to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration and (y) to the Paying Agent each holder of 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) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such 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 applicable stock transfer taxes or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, Parent 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 or Company Stock-Based Awards, 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, 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 (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 or Company Stock-Based Awards, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly Prior to the Closing, the Company shall mail or otherwise deliver, or shall cause the Exchange Agent to mail or otherwise deliver, to each holder of Company Stock (taking into account the Warrant Settlement) evidenced by certificates entitled to receive the Merger Consideration pursuant to Section 2.3(a), a letter of transmittal reasonably acceptable to Parent and the Company or as may be reasonably required by the Exchange Agent (the “Company Letter of Transmittal”). Subject to the satisfaction of the conditions in Article VI, in the event that at least three (3) Business Days prior to the Closing Date, a holder of Company Stock evidenced by certificates does not deliver to the Exchange Agent a duly executed and completed Company Letter of Transmittal, then such failure shall not alter, limit or delay the Closing; provided that such holder of Company Stock evidenced by certificates shall not be entitled to receive its respective Per Share Merger Consideration until such Person delivers a duly executed and completed Company Letter of Transmittal to the Exchange Agent (in the case of a Company Letter of Transmittal). Upon delivery of such duly executed Company Letter of Transmittal by such holder of Company Stock evidenced by certificates to the Exchange Agent, such holder of Company Stock evidenced by certificates shall be entitled to receive, subject to the terms and conditions of this Agreement, the Per Share Merger Consideration in respect of his, her or its shares of Company Stock referenced in such Company Letter of Transmittal in accordance with the Distribution Waterfall. Until surrendered as contemplated by this Section 2.5, each share of Company Stock shall be deemed at all times after the Effective Time (and in any event no later than five business days after to represent only the Effective Time), right to receive upon such surrender the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of which such letter of transmittal, duly executed, the holder of such Certificate shall be Company Stockholder is entitled pursuant to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 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 applicablethis Article II.

Payment Procedures. Promptly after The Company shall prepare a transmittal form (the Effective Time (and in “Letter of Transmittal”) which shall have been approved by Parent prior to distribution to any event no later than five business days after holder of Shares, advising such holders of the Effective Time), the Surviving Corporation shall cause procedure for surrendering to the Paying Agent to mail Certificates and Book-Entry Shares in exchange for the Per Share Merger Consideration payable with respect to each holder such Share. The Letter of record of Shares (i) a letter of transmittal specifying Transmittal shall provide, among other things, that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Per Share Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as reasonably may be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall forthwith will be cancelledcancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share 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 applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (i) As soon as reasonably practicable (and in any event no later than five business days within 3 Business Days) after the Effective Time), to the extent not previously delivered, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) whose Shares were converted into the Per Share Merger Consideration pursuant to Section 1.1, a letter of transmittal specifying (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the Closing. The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof as provided in Section 1.3(h)) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may agree. The Letter of Transmittal shall be accompanied by instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the applicable Per Share Merger Consideration. (ii) As soon as reasonably practicable after the date of delivery (or, if later, after the Effective Time) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof as provided in Section 1.3(h)) to or Book-Entry Shares (or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, or such other evidence, if any, of transfer as the Paying Agent in accordance may reasonably request), together with the terms a properly completed and duly executed Letter of such letter of transmittal, duly executedTransmittal and any other documentation required hereby, the holder of record of such Certificate (or effective affidavit of loss in lieu thereof as provided in Section 1.3(h)) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such holder’s properly surrendered Certificate (or effective affidavit of loss in lieu thereofthereof as provided in Section 1.3(h)) multiplied by or Book-Entry Shares and (y) the Common Stock Per Share Merger Consideration (less any required withholding of Taxes). The foregoing payment shall be made via check or Preferred Stock Merger Considerationwire transfer of immediately available funds, at each such holder’s election as specified in the case may be, and the Certificate so surrendered shall forthwith be cancelledLetter of Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Per Share Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share.

Payment Procedures. Promptly after Appropriate transmittal materials shall be provided to the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder holders of record of Shares promptly following the Effective Time by the Paying Agent advising such holders of the effectiveness of the Merger and the procedure for surrendering Certificates to the Paying Agent. The transmittal materials shall (i) a letter of transmittal specifying specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or an effective affidavits affidavit of loss in lieu thereof) to the Paying Agent and (ii) include instructions for use in effecting the surrender of the Certificates (or effective affidavits affidavit of loss in lieu thereof) in exchange for the Common Stock aggregate Per Share Merger Consideration or Preferred Stock Merger Consideration, as payable in respect of the case may beShares represented by such Certificates. Upon the surrender of a Certificate (or an effective affidavit of loss in lieu thereof) ), together with properly completed and executed transmittal materials, to the Paying Agent in accordance with the terms of such letter of transmittal, duly executedthe transmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the cash amount (after giving effect to any required tax withholdingswithholdings as provided in Section 4.7) of equal to (xA) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (yB) the Common Stock Merger Consideration or Preferred Stock Per Share Merger Consideration, as in the case may beform of a check (or made available for collection by hand if so elected by the surrendering holder of a Certificate (or effective affidavit of loss in lieu thereof), provided payment by hand is permissible by the Paying Agent) and the Certificate so surrendered shall forthwith be cancelledcancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, a check for any cash to be paid upon due surrender of the Certificate may be paid issued to such a transferee 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 applicable stock transfer taxes have been paid or are not applicable. If any Merger Consideration is to be delivered to a Person whose name is other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such delivery that the Person requesting such delivery shall pay any transfer or other Taxes required to be paid by reason of such delivery to a Person whose name is other than that of the holder of the Certificate surrendered or shall establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second Business Day following the Closing Date, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled(less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold 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”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (i) shall be remitted by the applicable entity to the appropriate Governmental Entity and (ii) 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.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the second business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes (as hereinafter defined) have been paid or are not applicable. (iii) 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”) or any provision of U.S. state or local 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 in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event no later than five business days after the Effective Timewithin three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Applicable Company Shares (iother than Excluded Shares and Dissenting Shares) (A) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Per Common Stock Share Merger Consideration or Per Preferred Stock Share Merger Consideration, as and if applicable, to which the case may beholder thereof is entitled. Upon the surrender of a any Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check an amount of cash in the amount (after giving effect immediately available funds equal to any required tax withholdings) of (x) with respect to Certificates representing Common Shares: (1) the number of Common Shares represented by such Certificate (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Per Common Stock Share Merger Consideration (less any required Tax withholdings as provided in Section 2.2(h)) and (y) if the Charter Amendment becomes effective in accordance with Section 2.3, with respect to Certificates representing Preferred Shares: (1) the number of Preferred Shares represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Preferred Stock Share Merger Consideration, Consideration (less any required Tax withholdings as the case may beprovided in Section 2.2(h)), and in each case the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Applicable Company Shares that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any cash to be paid upon due surrender transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable stock transfer taxes have Tax has been paid or are is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.2.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five ten (10) business days after the Effective Timethereafter), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of Shares 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 (i) a letter of transmittal specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect of such Certificates and any dividends and other distributions to which the case may beholder of such Certificates is entitled pursuant to SECTION 2.11 hereof. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of each such Certificate shall be entitled to receive in exchange therefor a check the Merger Consideration payable in respect of the amount (after giving effect to any required tax withholdings) of (x) the number of Company Shares represented by such Certificate (or effective affidavit and any dividends and other distributions to which the holder of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may besuch Certificates is entitled pursuant to SECTION 2.11 hereof, and the Certificate so surrendered shall forthwith be cancelled. 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 will shall be paid or accrued for the benefit of holders of the Certificates on any amount the cash payable upon due the surrender of such Certificates pursuant to this SECTION 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Certificates. In Effective Time to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration payable in the transfer records respect 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 Company Shares formerly representing such Shares is presented represented thereby pursuant to the Paying Agent, accompanied by all documents required terms of this ARTICLE II and any dividends and other distributions to evidence and effect which the holder of such transfer and Certificates is entitled pursuant to evidence that any applicable stock transfer taxes have been paid or are not applicableSECTION 2.11 hereof.

Payment Procedures. Promptly after Prior to LBB's mailing of the Effective Time (and Notice for the Special Meeting as described in any event no later than five business days after the Effective Time)Section 6.8 of this Merger Agreement, the Surviving Corporation SFSC shall cause the Paying Agent to mail prepare for distribution to each holder shareholder of record of Shares (i) LBB with such Notice a letter of transmittal specifying ("Letter of Transmittal") for use by such shareholder to surrender the certificate(s) (the "Certificates") representing the shareholder's shares of LBB Common Stock that will be converted into the Merger Consideration. Each Letter of Transmittal will be accompanied by instructions regarding the shareholder's surrender of his or her Certificates. Each Letter of Transmittal shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to SFSC, and shall provide that, in the event that the Closing and the Effective Time do not occur, any Certificates so surrendered promptly shall be returned to the holder of record (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (his or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationher attorney-in-fact), as the case may be, together with the executed Letter of Transmittal, and shall further provide that the surrender of the shares represented by the Certificates shall be conditioned on, and shall become effective only upon the occurrence of, the Closing and the Effective Time. Upon the surrender of a Certificate (or effective affidavit for cancellation to SFSC, together with such Letter of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittalTransmittal, duly executed, and subject to the occurrence of the Closing and the Effective Time, the holder of such Certificate shall be entitled to receive in exchange therefor a check in cash representing the amount (after giving effect to any required tax withholdings) consideration for such shares of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the LBB Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beprovided in Section 2.6, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled and payment made forthwith. In the event of a transfer of ownership of Shares that is shares of LBB Common Stock which are not registered in the transfer records of LBB, cash representing the Company, a check for any cash to be paid upon due surrender of the Certificate proper consideration may be paid issued to such a transferee if the Certificate formerly representing such Shares shares of LBB Common Stock is presented to the Paying AgentSFSC, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrender as contemplated by this Section 3.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive cash upon such surrender as contemplated by Section 2.6.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration and (y) to each holder of a Company Stock Option or Preferred a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Merger Consideration, as the case may be. Option or Performance Share. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) 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 (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any provision of U.S. state or local 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 Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 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.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the fifth business days after day following the Effective Time)Closing Date, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of Shares that were converted into the Merger Consideration pursuant to Section 2.1 the following: (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree) and (iiB) instructions for use by the Shareholder in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Dissenting Shares (as defined below) shall be dealt with in accordance with Section 2.5 below. (iii) Each of the Paying Agent, the Company, Parent, Merger Sub and their respective Subsidiaries or agents, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as it is required to deduct and withhold under the Code, and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity (as defined in Section 3.5) within the period required under applicable Law and (B) 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.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event no later than five business days after the Effective Timewithin three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (iA) a form of letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder of record shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent), and which letter shall be in a customary form and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, as to which the case may beholder thereof is entitled. Upon the surrender of a any Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor a check an amount of cash in the amount (after giving effect immediately available funds equal to any required tax withholdings) of (x) the number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, (less any required Tax withholdings as the case may beprovided in ‎Section 2.09(g)), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this ‎Section 2.09. (ii) As soon as possible after the Effective Time (and in any event within three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Book-Entry Shares (other than holders of Excluded Shares) not held through The Depository Trust Company that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (A) a form of letter of transmittal which letter shall be paid upon due surrender in a customary form and (B) instructions for use in exchange for the Per Share Merger Consideration to which the holder thereof is entitled. Upon return of such letter of transmittal, duly executed and completed in accordance with the Certificate instructions thereto, and such other documents as may be paid to such a transferee if the Certificate formerly representing such Shares is presented to reasonably required by the Paying Agent, accompanied the holder of such Book-Entry Shares (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by all documents such Book-Entry Shares multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in ‎Section 2.09(g)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrue on any cash payable pursuant to this ‎Section 2.09. (iii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or, in the case of Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this ‎Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the Per Share Merger Consideration shall, 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 effect such transfer other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to evidence that receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any applicable stock transfer taxes have been paid or are not applicableevent within five Business Days after the Effective Time), the Per Share Merger Consideration in respect of each such share of Company Common Stock (less any required Tax withholdings as provided in ‎Section 2.09(g)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second (2nd) Business Day following the Effective Time), Parent and the Surviving Corporation Company shall cause the Paying Agent to mail (x) to each holder of record of Shares (i) whose Shares were converted into the Merger Consideration or Preference Merger Consideration pursuant to Section 3.1, a letter of transmittal specifying that delivery shall be effected, and risk accompanying instructions for use in effecting the surrender of Certificates if any (or effective affidavits of loss and title any indemnity required by Section 3.2(g) in lieu thereof, as applicable) and claiming payment of the Merger Consideration or Preference Merger Consideration, as applicable, and (y) to each holder of a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 3.3 in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon the return of the letter of transmittal to the Paying Agent, duly completed and validly executed in accordance with the instructions thereto and accompanied by any outstanding Certificates shall pass(or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof) (if applicable) together with such other documents as may reasonably be required by the Paying Agent, only upon delivery the holder of Shares will be entitled to receive in exchange therefor a check 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) to and/or the Paying Agent and (ii) instructions for use in effecting holder’s Book-Entry Shares that were cancelled at the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) Effective Time multiplied by (y) the Common Stock Merger Consideration or Preferred Stock the Preference Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledappropriate. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatespayable. 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 at the sole discretion of the Paying Agent if the all appropriate documents required to evidence and effect such transfer (and any Certificate formerly representing such Shares is Shares) are presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock share transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.2, for the avoidance of doubt each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the applicable Merger Consideration or Preference Merger Consideration in accordance with this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent will 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 Code or any provision of U.S. federal, U.S. state, U.S. 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 Taxing Authority, such withheld or deducted amounts are 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 respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation ATMI shall cause the Paying Agent to mail be mailed to each holder of record of Shares a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock and Company Series A Preferred Stock that were converted into the right to receive Common Stock Merger Consideration pursuant to Section 1.8(a) and Series A Merger Consideration pursuant to Section 1.8(c) (ithe “Certificates”) (a) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such a form and have such other provisions as ATMI may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock and Series A Merger Consideration, as the case may beapplicable. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance or to such other agent or agents as ATMI may appoint, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Paying Agent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration in exchange for each share of Company Common Stock or the Series A Merger Consideration in exchange for each share of Company Series A Preferred Stock Merger ConsiderationStock, as the case may beapplicable, formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Common Stock Merger Consideration or Series A Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In Common Stock Merger Consideration or Series A Merger Consideration is to be made to a Person other than the event Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Common Stock Merger Consideration or Series A Merger Consideration that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a transfer of ownership of Shares name other than that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence satisfaction of ATMI that any applicable stock transfer taxes such Taxes either have been paid or are not applicablepayable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second (2nd) Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1 (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree prior to the Closing), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (xA) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by and (yB) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled(less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof). 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) The Paying Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts 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 state, local or foreign Law relating to Taxes with respect to the making of such payment. To the extent that amounts are so deducted or withheld and paid over to the applicable taxing authority, 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.

Payment Procedures. Promptly after (a) At or prior to the Effective Time, West shall deposit, or shall cause to be deposited, with a paying agent (the “Paying Agent”) appointed by West (with the approval of Raindance), for the benefit of the holders of the Certificates, for exchange in accordance with Article 1 and this Article 2, cash sufficient to pay the aggregate Merger Consideration in exchange (the “Exchange Fund”) for outstanding shares of Raindance Common Stock immediately prior to the Effective Time (and in any event no later other than five business days Excluded Shares). (b) As promptly as practicable after the Effective Time), the Surviving Corporation West shall send or cause the Paying Agent to mail be sent to each former holder of record of Shares shares of Raindance Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such holder’s Certificates for the Merger Consideration (i) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beAgent). Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof as provided in Section 2.1(d)) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefore a check in the amount (after giving effect to any required tax Tax withholdings) of (x) the number of Shares shares of Raindance Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Purchase Price, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of Raindance Common Stock that is not registered in the transfer records of the CompanyRaindance, 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 shares of Raindance Common Stock is presented to the 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. (c) Notwithstanding the foregoing, neither the Paying Agent nor any Party shall be liable to any former holder of Raindance Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such Person of a bond in such reasonable amount as the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, West or the Paying Agent shall, in exchange for the shares of Raindance Common Stock represented by such lost, stolen or destroyed Certificate, pay or cause to be paid the amounts, if any, deliverable in respect to the shares of Raindance Common Stock formerly represented by such Certificate pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of Raindance Common Stock for 12 months after the Effective Time shall be returned to West. Any holders of Raindance Common Stock who have not theretofore complied with this Article 2 shall thereafter look only to West for payment of the consideration deliverable in respect of each share of Raindance Common Stock such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon.

Payment Procedures. Promptly A. As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)second Business Day following the Closing Date, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail to each holder of record of Vowel Shares whose Vowel Shares were converted into the Vowel Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall, among other things, specify that delivery shall be effected, and risk of loss and title to Vowel Certificates shall pass, only upon delivery of Vowel Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Exchange Agent, the posting by the holder of such Vowel Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares to the Paying Exchange Agent and shall be in such form and have such other provisions as Holdco may reasonably prescribe), and (iiB) instructions for use in effecting the surrender of the Vowel Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Exchange Agent, the posting by the holder of such Vowel Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Vowel Consideration, as the case may be. . B. Upon the surrender of a Certificate Vowel Certificates (or effective affidavit affidavits of loss in lieu thereofthereof and, if required by the Exchange Agent, the posting by the holder of such Vowel Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares to the Paying Exchange Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificate Vowel Certificates or Vowel Book-Entry Shares shall be entitled to receive in exchange therefor therefor, a certificate for Holdco Shares and/or a check or wire transfer and a CVR to the extent and in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by which such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case holder may be, and the Certificate so surrendered shall forthwith be cancelledentitled pursuant to this Article II. No interest will be paid or accrued on any amount payable upon due surrender of Vowel Certificates (or effective affidavits of loss in lieu thereof and, if required by the Certificates. In Exchange Agent, the event posting by the holder of such Vowel Certificate of a transfer bond in customary amount as indemnity against any claim that may be made against it with respect to such Vowel Certificate) or Vowel Book-Entry Shares. C. As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, Holdco shall instruct the Exchange Agent to deliver to each holder of ownership record of Consonant Shares whose Consonant Shares were converted into the Consonant Consideration pursuant to Section 2.2, upon receipt of such holder’s Consonant Certificates evidencing such Consonant Shares (or effective affidavits of loss in lieu thereof and, if required by the Exchange Agent, the posting by the holder of such Consonant Certificate of a bond in customary amount as indemnity against any claim that is not registered may be made against it with respect to such Consonant Certificate), (A) a certificate for Holdco Shares and/or a check or wire transfer, to the extent and in the transfer records amount to which such holder may be entitled pursuant to this Article II, and (B) a Holdco Warrant to subscribe for the number of Holdco Shares to the Company, a check for any cash extent to which such holder may be entitled to purchase pursuant to Article II. No interest will be paid or accrued on any amount payable upon due surrender of such Consonant Certificates (or effective affidavits of loss in lieu thereof and, if required by the Exchange Agent, the posting by the holder of such Consonant Certificate of a bond in customary amount as indemnity against any claim that may be paid made against it with respect to such a transferee 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 applicable stock transfer taxes have been paid or are not applicableConsonant Certificate).

Payment Procedures. Promptly after (a) At or prior to the Effective Time, West shall deposit, or shall cause to be deposited, with a paying agent (the "Paying Agent") appointed by West (with the approval of Raindance), for the benefit of the holders of the Certificates, for exchange in accordance with Article 1 and this Article 2, cash sufficient to pay the aggregate Merger Consideration in exchange (the "Exchange Fund") for outstanding shares of Raindance Common Stock immediately prior to the Effective Time (and in any event no later other than five business days Excluded Shares). (b) As promptly as practicable after the Effective Time), the Surviving Corporation West shall send or cause the Paying Agent to mail be sent to each former holder of record of Shares shares of Raindance Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such holder's Certificates for the Merger Consideration (i) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beAgent). Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof as provided in Section 2.1(d)) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefore a check in the amount (after giving effect to any required tax Tax withholdings) of (x) the number of Shares shares of Raindance Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Purchase Price, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of Raindance Common Stock that is not registered in the transfer records of the CompanyRaindance, 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 shares of Raindance Common Stock is presented to the 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. (c) Notwithstanding the foregoing, neither the Paying Agent nor any Party shall be liable to any former holder of Raindance Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such Person of a bond in such reasonable amount as the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, West or the Paying Agent shall, in exchange for the shares of Raindance Common Stock represented by such lost, stolen or destroyed Certificate, pay or cause to be paid the amounts, if any, deliverable in respect to the shares of Raindance Common Stock formerly represented by such Certificate pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of Raindance Common Stock for 12 months after the Effective Time shall be returned to West. Any holders of Raindance Common Stock who have not theretofore complied with this Article 2 shall thereafter look only to West for payment of the consideration deliverable in respect of each share of Raindance Common Stock such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon.

Payment Procedures. Promptly after (a) Parent shall instruct, and use its commercially reasonable efforts to cause, the Paying Agent to mail promptly following the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail within two Business Days thereafter) to each holder of record of Shares a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Series B Stock (collectively, the “Certificates”): (i) a letter of transmittal specifying in customary form and having such provisions as Parent and the Company shall reasonably agree before the Effective Time (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent, and shall be in such form and have such other provisions as the Paying Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for such holder’s applicable portion of the Common Stock Merger Consideration or Preferred Stock Merger Cash Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent (or receipt of an “agent’s message” by the Paying Agent (or any other evidence of transfer that the Paying Agent may reasonably request) in accordance the case of the transfer of Company Common Stock or Company Series B Stock held in book-entry form) together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions to the transmittal letter, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and for the Certificate the applicable portion of the Cash Consideration. Until so surrendered shall forthwith surrendered, outstanding Certificates will be cancelled. deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the applicable portion of the Cash Consideration. (b) No interest will be paid or accrued will accrue on any amount payable upon due surrender of the CertificatesCash Consideration. In the event of a transfer of ownership of Shares Company Common Stock or Company Series B Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender the applicable portion of the Certificate may Cash Consideration shall be paid payable to such a transferee if the Certificate formerly representing such Shares Company Common Stock or Company Series B Stock is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.

Payment Procedures. Promptly (a) As soon as practicable after the Effective Time (and but in any no event no later than five business (5) days after following the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”): (i) a letter of transmittal specifying as reasonably agreed by the parties prior to Closing which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree prior to the Effective Time, and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Cash Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent (or receipt of an “agent’s message by the Paying Agent (or any other evidence of transfer that the Paying Agent may reasonably request) in accordance the case of the transfer of Company Common Stock held in book-entry form) together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger applicable Cash Consideration, as the case may bewithout interest, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.7, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, equal to the Cash Consideration. (b) No interest will be paid or accrued will accrue on any amount payable upon due surrender of the CertificatesCash Consideration. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to the applicable Cash Consideration shall be paid upon due surrender of the Certificate may be paid payable to such a transferee if the Certificate formerly representing such Shares Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.

Payment Procedures. Promptly after Prior to the Effective Time (and in any event no later than five business days after the Effective Time)Closing, the Surviving Corporation EUSA shall cause the Paying Agent to mail to each holder of record of Shares (i) provide a letter of transmittal specifying in form and substance reasonably acceptable to the Buyer (which shall specify, among other matters, that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereoflost certificate affidavits) to the Buyer or Surviving Corporation, provide for the appointment of the Stockholders’ Representatives as contemplated herein, and include a release of claims as equityholders and a joinder, in each case, on substantially the same terms set forth in the Stockholder Agreement) (the “Letter of Transmittal”) and other relevant materials to each Participant. Upon surrender of certificate(s) that immediately prior to the Merger Effective Time represented shares of Capital Stock (each such certificate, a “Certificate”) for cancellation to the Paying Agent Agent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the terms of instructions (and such letter of transmittal, duly executedother customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect applicable Merger Consideration with respect to any required tax withholdings) each share of (x) the number of Shares represented Capital Stock evidenced by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will Upon return of a duly completed and validly executed Letter of Transmittal, each Participant who is eligible to receive Option Consideration in respect of EUSA Options or Warrant Consideration in respect of EUSA Warrants shall be paid entitled to receive in exchange therefor the applicable Option Consideration or accrued on Warrant Consideration with respect to such EUSA Option or EUSA Warrant and shall not be required to deliver any amount payable upon due surrender Certificates in respect of the Certificatessuch EUSA Option or EUSA Warrant. In the event of a transfer of ownership of Shares shares of Capital Stock that is not registered in the transfer records of the EUSA Company, the proper amount of cash may be paid in exchange therefor to a check Person other than the Person in whose name the Certificate so surrendered is registered if: (a) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer; (b) the Person requesting such payment shall certify that the rights in respect of the relevant Certificates were transferred to it prior to the Merger Effective Time; and (c) the Person requesting such payment shall pay any cash transfer and other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Buyer that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration with respect to each share of Capital Stock evidenced by such Certificate. If a Letter of Transmittal is delivered, and, if applicable, a Certificate is properly surrendered, to the Paying Agent not later than five (5) Business Days prior to the Closing Date, then the Buyer shall cause: (i) the applicable Merger Consideration payable to Participants pursuant to Section 2.3(a)(i)(A); and (ii) the applicable Option Consideration and Warrant Consideration payable pursuant to Sections 2.3(b)(i) and 2.3(c)(i), respectively, to be paid upon due surrender by the Paying Agent or the payroll agent, as applicable, in immediately available funds to the applicable Participant as soon as practicable after the Merger Effective Time. If a Letter of the Transmittal is delivered and, if applicable, a Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented properly surrendered to the Paying AgentAgent following the Closing, accompanied by all documents required then the Buyer shall cause: (A) the applicable Merger Consideration payable to evidence Participants pursuant to Section 2.3(a)(i)(A); and effect (B) the applicable Option Consideration and Warrant Consideration payable pursuant to Sections 2.3(b)(i) and 2.3(c)(i), respectively, to the applicable Participant in immediately available funds within three (3) Business Days after such transfer and to evidence that any applicable stock transfer taxes have been paid or are not delivery and, if applicable, surrender.

Payment Procedures. (a) At the Effective Time, Parent shall wire in immediately available funds to a paying agent selected by Company and approved by Parent, which approval shall not be unreasonably withheld (the "Paying Agent"), for exchange in accordance with this Section 4.1, the Aggregate Cash Consideration less the sum of (A) the aggregate amount of the Escrow Deposits, and (B) the aggregate amounts of the Promissory Notes. Promptly after the Effective Time (Time, Parent and in any event no later than five business days after the Effective Time), the Surviving Corporation Stockholder Representative shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which represented shares of Company Capital Stock immediately prior to the Effective Time (ithe "Certificates") a letter of appropriate transmittal specifying materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) such Certificates, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Agent). The Certificate or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common representing Company Capital Stock Merger Consideration or Preferred Stock Merger Consideration, so delivered shall be duly endorsed as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesrequire. In the event of a transfer of ownership of Shares shares of Company Capital Stock represented by Certificates that is are not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Cash Merger Consideration provided in Section 3.2 may be paid issued to such a transferee if the Certificate formerly Certificates representing such Shares is presented shares are delivered to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to evidence the Paying Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Parent and the Paying Agent may reasonably require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Paying Agent shall deliver to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Paying Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Parent shall pay all charges and expenses, including those of the Paying Agent, in connection with the distribution of the Cash Merger Consideration. (b) After the Effective Time, each holder of shares of Company Capital Stock (other than shares to be canceled pursuant to Section 3.3, and excluding Dissenting Shares and excluding shares to be issued upon the exercise of Company Options immediately prior to the Effective Time) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Paying Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.2. Parent shall not be obligated to deliver the consideration to which any former holder of Company Capital Stock is entitled as a result of the Merger until such holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 4.1. Promptly after the Effective Time, the Paying Agent shall deliver to the holders of Company Options the amounts due, if any, to such holders of Company Options under Sections 3.4(b) and 3.4(c). (c) Each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Capital Stock such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that any amounts are so withheld by Parent, the Surviving Corporation or the Paying Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Capital Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent, as the case may be. (d) Any other provision of this Agreement notwithstanding, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to a holder of Company Capital Stock for any amounts paid or are not applicableproperty delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Payment Procedures. Promptly after the Effective Time (and As promptly as practicable, but in any no event no later than five business days three (3) Business Days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record shares of Shares Company Common Stock immediately prior to the Effective Time, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.8(a): (ia) a letter of transmittal specifying in customary form as reasonably agreed to by the Company and Parent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent); and (iib) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Paying Agent may reasonably require, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor a check in the amount (after giving effect to any required tax withholdings) for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit in the form of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationa check, as the case may beto be promptly mailed, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In the event of a transfer of ownership of Shares that Merger Consideration is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence reasonable satisfaction of Parent that any applicable stock transfer taxes such Taxes are not payable. Subject to Section 2.10 hereof, the Merger Consideration paid in accordance with the terms of this Article 2 shall be deemed to have been paid or are not applicablein full satisfaction of all rights pertaining to the Company Common Stock represented thereby.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the fifth Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares (itogether with associated Rights) were converted into the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Paying Agent and Merger Consideration. (ii) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the an amount (after giving effect to any required tax Tax withholdings) equal to the product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such 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 applicable stock transfer taxes or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person 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, 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 such Person in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the third business days after day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration Consideration. No interest shall be paid or Preferred Stock accrued on such amounts. In the event that any Certificate represents both Rollover Shares and Shares entitled to receive the Merger Consideration, the Paying Agent shall take such action as necessary to split the case may be. Certificates accordingly. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) 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”) or any provision of 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 Agreement as having been paid to the holder of the Shares, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (Time, Parent and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (the "Certificates") (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereofthereof in accordance with Section 1.7(d)) to the Paying Agent Payment Agent, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Common Stock Merger Consideration or Preferred Stock applicable Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) equal to the Merger Consideration multiplied by the number of Shares theretofore represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Promptly after the Effective Time, Parent and the Surviving Company shall cause the Payment Agent to mail to each holder of a Stock Option outstanding at the Effective Time (excluding any Stock Option for which payment already has been made by the Company pursuant to Section 1.6(c) hereof) a check with respect to all Stock Options held by such holder in an amount determined in accordance with Section 1.6(c) hereof (after giving effect to any required tax withholdings). No interest will be paid or are not applicableaccrued on any amount payable pursuant to Section 1.6(c) hereof in respect of Stock Options.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)third Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration and (y) to each holder of a Company Stock Option or Preferred a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Merger Consideration, as the case may be. Option or Performance Share. (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) 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 (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any provision of U.S. state or local 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 Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (immediately prior to the Effective Time) of Shares a Certificate and/or Options (to the extent the Merger Consideration exceeds the exercise price payable in respect of such share of Company Common Stock issuable under such Option) (i) a letter of transmittal specifying (which shall specify, in connection with a Certificate, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss a lost Certificate affidavit in lieu thereof) to the Paying Agent Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify and approve) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Options in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger and the Option Consideration, as the case may beapplicable. Upon the surrender of a Certificate (or effective a lost Certificate affidavit of loss in lieu thereof) or Options for cancellation to the Paying Agent in accordance (if applicable), together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Options shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares Merger Consideration, without interest, for each Share formerly represented by such Certificate or Option (or effective affidavit to the extent the Merger Consideration exceeds the exercise price payable in respect of loss in lieu thereof) multiplied by (y) the such share of Company Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beissuable under such Option), and the Certificate or Option so surrendered shall forthwith be cancelledcanceled. No interest will If payment of the applicable portion of the Aggregate Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Option is registered, it shall be a condition of such payment that (x) the Certificate or Option so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the applicable portion of the Aggregate Merger Consideration to a Person other than the registered holder of such Certificate or Option surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Companyapplicable, a check for any cash to be paid upon due surrender of the Certificate may be paid to and such a transferee if the Certificate formerly representing such Shares is presented to Person shall indemnify the Paying Agent, accompanied if so requested by all documents required the Paying Agent. Until surrendered as contemplated by this Section 2.2, each Certificate or Option shall be deemed at any time after the Effective Time to evidence and effect such transfer and represent only the right to evidence that any receive the applicable stock transfer taxes have been paid or are not applicableportion of the Aggregate Merger Consideration as contemplated by this Article 2, without interest.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent (or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares to the Paying Agent on a book-entry account statement (it being understood that any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of Shares)), the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate or Preferred Stock Merger ConsiderationBook-Entry Share is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the cash and the number of Parent ADSs to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (ii) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, in addition to the Merger Consideration, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Effective Time, which were either previously paid or payable on the date of such surrender with respect to such securities and (B) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such securities with a record date after the Effective Time and prior to surrender and with a payment date subsequent to such surrender.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than five business days after the Effective Time)fifth Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares (including Restricted Shares) whose Shares were converted into the Merger Consideration pursuant to Section 1.08, (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (ii) 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check cash in the an amount (after giving effect equal to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledpayable in exchange therefor. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Notwithstanding anything in this Agreement to the contrary, each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold, or to cause to be deducted or withheld, from the consideration otherwise payable under this Agreement to any holder of Shares (including, for the avoidance of doubt, Restricted Shares), such amounts as may be required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any applicable provision of 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 or Regulatory Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, in respect of which such deduction or withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares shares of Common Stock and Class B Common Stock (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check from the Paying Agent in the amount (after giving effect to any required tax withholdings, and with the aggregate amount of such payment rounded to the nearest cent) of (x) the number of Shares shares of Common Stock and Class B Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) Certificates multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of Common Stock and Class B 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 shares of Common Stock and Class B Common Stock is presented to the 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.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)fifth Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent shall reasonably require), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) multiplied by or Book-Entry Shares and (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof and, if required by the CertificatesPaying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry 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 Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. (a) Prior to the Effective Date, Parent shall select a Payment Agent, which shall be Parent's Transfer Agent or such other person or persons designated by Parent, to act as Payment Agent for the Merger (the "Payment Agent"). (b) Promptly after the Effective Time (and in any event no later than five business days after Date, Parent shall instruct the Effective Time), the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record a certificate or certificates evidencing shares of Shares Company Common Stock (other than Dissenting Shares) ("Certificates") (i) a letter of transmittal specifying (which shall include a Substitute Form W-9 and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent) and (ii) instructions for use in effecting to effect the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration. Each holder of Company Common Stock, as the case may be. Upon the upon surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Payment Agent in accordance of such holder's Certificates with the terms of such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, shall be paid the amount of cash to which such holder is entitled, pursuant to this Agreement, as payment of the Merger Consideration (without any interest accrued thereon). Until so surrendered, each Certificate shall after the Effective Date represent for all purposes only the right to receive the Merger Consideration. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Payment Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (c) At the Closing of the transactions contemplated by this Agreement (the "Closing), Parent shall deposit in trust with the Payment Agent, for the ratable benefit of the holders of Company Common Stock (other than Dissenting Shares), the appropriate amount of cash to which such holders are entitled pursuant to this Agreement as payment of the Merger Consideration (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, make the payments to the holders of the Company Common Stock as set forth in this Agreement. (d) If any delivery of the Merger Consideration is to be made to a person other than the registered holder of such Certificate the Certificates surrendered in exchange therefor, it shall be entitled a condition to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and delivery that the Certificate so surrendered shall forthwith be cancelled. No interest properly endorsed or be otherwise in proper form for transfer and that the person requesting such delivery shall (i) pay to the Payment Agent any transfer or other taxes required as a result of delivery to a person other than the registered holder or (ii) establish to the satisfaction of the Payment Agent that such tax has been paid or is not payable. (e) Any portion of the Payment Fund that remains undistributed to the holders of Company Common Stock as of the first anniversary of the Effective Date shall be delivered to Parent upon demand, and any holder of Company Common Stock who has not theretofore complied with the exchange requirements of this Section shall have no further claim upon the Payment Agent and shall thereafter look only to Parent for payment of the Merger Consideration. (f) If a Certificate has not been surrendered prior to the date on which any receipt of Merger Consideration would otherwise escheat to or become the property of any governmental agency, such Certificate shall, to the extent permitted by applicable law, be deemed to be canceled and no Merger Consideration, money or other property will be paid due to the holder thereof. (g) The Payment Agent shall invest cash in the Payment Fund in obligations of or accrued on any amount payable upon due surrender guaranteed by the United States of America with remaining maturities not exceeding 180 days, in commercial paper obligations receiving the highest rating from either ▇▇▇▇▇'▇ Investors Services, Inc. or Standard & Poor's Corporation, or in certificates of deposit or banker's acceptances of commercial banks with capital exceeding $500 million (collectively, "Permitted Investments"). The maturities of Permitted Investments shall be such as to permit the Payment Agent to make prompt payment to former stockholders of the CertificatesCompany entitled thereto as contemplated by this Section. 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 Any interest and other income resulting from such investments shall be paid to such a transferee 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 applicable stock transfer taxes have been paid Parent or are not applicableas Parent may otherwise direct.

Payment Procedures. Promptly after 6 6.01 Prior to Substantial Completion, NEI shall issue monthly Applications for Payment based upon the Effective Time progress of the Project, which shall be accompanied by a certification as to the Work completed to date by a representative of NEI carrying a Professional Engineer designation. Each progress payment will be made in an amount as set forth in the applicable Application for Payment. Such amount shall be equal to (and in a) the total Contract Price (Contract Price as adjusted for any event no later than five business days after the Effective TimeChange Orders), multiplied by (b) the Surviving Corporation shall cause percentage of completion of the Paying Agent to mail to each holder Work (based upon the Schedule of record Values), less (c) the sum of Shares (i) a letter of transmittal specifying that delivery shall be effectedthe applicable Down Payment credit, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender aggregate of all previous payments made to date (if any), and (iii) the Retainage of the Certificates (or effective affidavits current application amount. OWNER shall pay the amount set forth in the Application for Payment as follows: A. OWNER will accept the Application if, within fifteen days of loss receipt of each Application for Payment, OWNER does not return the Application to NEI indicating in lieu thereof) writing its reasons for refusing to accept the Application, in exchange for which case NEI shall make the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as necessary corrections and resubmit the case may beApplication. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms OWNER’s acceptance of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in Application the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, will become due and the Certificate so surrendered shall forthwith be cancelled. No interest when due will be paid by OWNER to NEI. B. If OWNER refuses to make payment of the full amount requested by NEI, OWNER must give NEI immediate written notice stating the reasons for such action and promptly pay NEI any amount remaining after deduction of the amount withheld. OWNER shall promptly pay NEI the amount withheld or accrued any adjustment thereto agreed to when NEI remedies the reason for such action. C. Upon a subsequent determination that OWNER’s refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due and subject to interest as provided in the Agreement. All monies not paid when due shall bear interest at the rate of eighteen percent (18%) per annum. If it is determined that OWNER incorrectly withheld payment of any disputed payment, then such payment shall bear interest from the date such payment would have otherwise been due until the date actually paid to NEI. 6.02 Upon Substantial Completion, NEI will submit an Application for Payment in an amount sufficient to increase total payments to NEI to equal one hundred percent (100%) of the total contract price (Contract Price as adjusted for any Change Orders), less Retainage. If the Work would be Substantially Complete but for the Work that is outside of the control of NEI, but within the control of the OWNER or OWNER’s subcontractors, the Work will be deemed Substantially Complete for payment purposes. 6.03 After NEI has completed all Punch List Items, NEI may make application for final payment following the procedure for progress payments. NEI may make application for final payment on any amount payable upon due surrender portion of the Certificates. In the event of a transfer of ownership of Shares Work that is not registered in partially utilized by 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 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 applicableOWNER.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective and affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate for cancellation (or effective due submission of an affidavit of loss in lieu thereof) to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate (or submitter of such affidavit, as the case may be) shall be entitled to receive in exchange therefor therefor, a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 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. For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 5.1(d)) or other entity of any kind or nature.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the Effective Time)fifth (5th) Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b), (iA) a letter of transmittal specifying with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree prior to the Effective Time), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted 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 documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor a check in therefor, and the amount (after giving effect Paying Agent shall be required to any required tax withholdings) of (x) promptly deliver to each such holder, the number of Shares Merger Consideration into which the shares represented by such Certificate (Certificates or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationBook-Entry Shares have been converted pursuant to Section 1.4(b), as the case may be, and the Certificate so surrendered shall forthwith be cancelledsubject to Section 2.5. No interest will shall be paid or accrued on any amount payable upon on due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records If payment of the Company, a check for any cash Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid upon due surrender any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate may be paid to surrendered or shall have established that such a transferee 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 applicable stock transfer taxes have Tax either has been paid or are is not applicablerequired to be paid, in each case, to the satisfaction of Parent.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five the third (3rd) business days after day following the Effective Time)Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that, immediately prior to the Effective Time, represented issued and outstanding Shares converted into the right to receive the Merger Consideration pursuant to Section 2.01(a), (iA) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. . (ii) Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted, and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss in lieu thereof). In the event of a transfer of ownership of Shares that is not registered in the stock transfer records books of the Company, a check for any cash to be paid payment of Merger Consideration upon due surrender of the a Certificate may be paid to such a transferee 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 applicable stock transfer taxes Taxes have been paid or are not applicable. (iii) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or a letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable and in any event within three (3) business days after the Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article II. (iv) The Paying Agent, the Company, Parent, and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Code, or under any provision of state, local, or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and paid over to the relevant Governmental Authority, 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.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of PhotoWorks Common Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent (or, if such PhotoWorks Common Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares to the Paying Agent on a book-entry account statement (it being understood that any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of PhotoWorks Common Shares)), the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article IV, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of PhotoWorks Common Shares that is not registered in the transfer records of the CompanyPhotoWorks, 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 shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were cancelled in the Merger pursuant to Section 2.1(c) the following documents: (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Payment Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Parent so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares Company Common Stock is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of shares of Company Common Stock or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 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. For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 5.1(d)) or other entity of any kind or nature organized or existing under the Laws of any jurisdiction.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented the outstanding Shares converted into the right to receive the Merger Consideration, (i) a letter of transmittal specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereofthereof and any required bond in accordance with SECTION 1.10) to the Paying Agent and shall contain such other provisions as Parent or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (which instructions shall include provisions for payment of the Merger Consideration to a person other than the person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to receipt of appropriate documentation and payment of any applicable taxes). Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) thereof together with any required bond in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofaccordance with SECTION 1.10) to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates formerly representing the Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on any amount payable upon due deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the Merger Consideration. Promptly following surrender of any such Certificates, the Certificates. 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 Paying Agent shall deliver to the Paying Agentrecord holders thereof, 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 applicablewithout interest, the Merger Consideration.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as practicable after the Effective Time), but in no event later than three Business Days after the Effective Time, the Surviving Corporation Company shall cause the Paying Exchange Agent to mail to each holder record holder, as of record of Shares the Effective Time (ithe “Holders”), (A) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates held by any Holder representing Company Common Stock or Company Preferred Stock shall pass, pass only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration or the applicable Parent Preferred Stock, as the case may be, or, in the case of Book Entry Shares, the surrender of such shares, for payment of the Merger Consideration or the applicable Parent Preferred Stock therefor. (ii) Upon surrender by a Holder of the Company Common Stock to the Exchange Agent of any Certificate (or effective affidavits evidence of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationBook Entry Shares, as the case may be. Upon the surrender of applicable, for cancellation together with a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such duly executed letter of transmittal, duly executed, the holder of such Certificate Holder shall be entitled to receive in exchange therefor a check in the Merger Consideration that such holder is entitled to receive pursuant to this Article III (and the amount (after giving effect of cash in respect of any dividends or other distributions to any required tax withholdingswhich such holder is entitled pursuant to Section 3.2(b)(iv), if any) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate or Book Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book Entry Shares. In the event of a transfer of ownership of Shares 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 payment may be paid issued to such a transferee if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Parent and to evidence the Company that any applicable stock transfer taxes have such Tax has been paid or are is not applicable. (iii) Each holder of Series C Preferred Stock upon surrender of any Certificate or Book Entry Shares, as applicable, to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Parent 8.7% Preferred Stock into which the aggregate number of shares of Series C Preferred Stock previously represented by such Certificate or Book Entry Shares shall have been converted pursuant to this Agreement and the amount of cash in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(b)(iv), if any. Each holder of Series D Preferred Stock upon surrender of any Certificate or Book Entry Shares, as applicable, to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Parent 8.75% Preferred Stock into which the aggregate number of shares of Series D Preferred Stock previously represented by such Certificate or Book Entry Shares shall have been converted pursuant to this Agreement and the amount of cash in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(b)(iv), if any. (iv) No dividends or other distributions with respect to securities of the Parent Common Stock or the Parent Preferred Stock with a record date after the Closing Date shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, there shall be paid, without interest, to the Person in whose name the Parent Common Stock or Parent Preferred Stock, as applicable, has been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Closing Date previously paid or payable on the date of such surrender with respect to such Parent Common Stock or Parent Preferred Stock, as applicable, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Closing Date and prior to surrender and with a payment date subsequent to surrender payable with respect to such Parent Common Stock or Parent Preferred Stock, as applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate or Preferred Stock Merger ConsiderationBook-Entry Share is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the cash and the number of Parent ADSs to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. (ii) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, in addition to the Merger Consideration, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Effective Time, which were either previously paid or payable on the date of such surrender with respect to such securities and (B) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such securities with a record date after the Effective Time and prior to surrender and with a payment date subsequent to such surrender. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including, without limitation, any not-for-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares ("CERTIFICATES") shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to or non-certificated Shares represented by book-entry ("BOOK-ENTRY SHARES") in exchange for the Paying Agent and Merger Consideration. (ii) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the an amount (after giving effect to any required tax withholdings) equal to the product of (x) the number of Shares represented by such Certificate holder's properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such 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 applicable stock transfer taxes or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, Parent 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, as amended (the "CODE"), or any provision of U.S. 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 (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 in respect of which such deduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation White shall cause the Paying Agent person authorized to act as paying agent under this Agreement (the "Exchange Agent") to mail to each holder of record of Shares a Certificate (i) a letter of transmittal specifying (the "Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such customary form and have such other provisions as White may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration. As promptly as practicable following the Effective Time, White shall deliver, in trust (the "Exchange Trust"), to the Exchange Agent, for the benefit of Green shareholders, an amount in cash equal to the Per Share Merger Consideration multiplied by the number of shares of Green Common Stock Merger Consideration or Preferred Stock to be converted into the right to receive the Per Share Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Exchange Agent in accordance together with the terms a Letter of such letter of transmittalTransmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled paid by check in exchange therefor the amount of cash which such holder has the right to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beaccordance with Section 2.1(b), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In no event shall the event holder of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any such surrendered Certificates be entitled to receive interest on any cash to be paid upon due surrender received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the Certificates surrendered for exchange therefor SECTION 8. The words "and/or certificates representing White Common Stock and White Merger Securities" are hereby deleted from Section 2.6 of the Certificate may be paid to such a transferee 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 applicable stock transfer taxes have been paid or are not applicableMerger Agreement.

Payment Procedures. (a) Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Buyer shall cause the Paying Agent exchange agent selected by Buyer (the “Exchange Agent”) to mail to each holder the former shareholders of record Seller and former holders of Shares Seller Rights appropriate transmittal materials (i) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of Certificates (such certificates or effective affidavits of loss in lieu thereof) other instruments to the Paying Agent and (ii) instructions for use in effecting the surrender Exchange Agent). The certificate or certificates of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Seller Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate instruments representing Seller Rights so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of duly endorsed as the CertificatesExchange Agent may reasonably require. In the event of a transfer of ownership of Shares shares of Seller Common Stock represented by certificates that is not registered in the transfer records of Seller, the Company, a check Merger Consideration payable for any cash to be paid upon due surrender of the Certificate such shares as provided in Section 3.1 may be paid issued to such a transferee if the Certificate formerly certificates representing such Shares is presented shares are delivered to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. (b) After the Effective Time, each holder of shares of Seller Common Stock (other than Excluded Shares) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, without interest, pursuant to this Section 4.1. Buyer shall not be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any Seller Entity, nor the Exchange Agent shall be liable to any holder of Seller Common Stock or to any holder of Seller Rights for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) Each of Buyer and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Seller Common Stock and Seller Rights such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law or by any Taxing Authority or Governmental Authority. To the extent that any amounts are not applicableso withheld by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Seller Common Stock or Seller Rights, as applicable in respect of which such deduction and withholding was made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be. (d) Adoption of this Agreement by the shareholders of Seller shall constitute ratification of the appointment of the Exchange Agent.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (and in any event no not later than five business days after the fifth Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Paying Agent and Merger Consideration. (ii) instructions for use in effecting the Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the an amount (after giving effect to any required tax Tax withholdings) equal to the product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavit affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Common Stock Merger Consideration or Preferred Stock applicable Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such 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 applicable stock transfer taxes or other similar Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person 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, 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 such Person in respect of which such deduction and withholding were made.